NEW USTC HOLDINGS CORP
10-Q/A, 1995-06-26
STATE COMMERCIAL BANKS
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<PAGE>
New USTC Holdings Corporation meets the conditions set forth in the
General Instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 FORM 10-Q/A
                               AMENDMENT NO. 1

             Quarterly Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

For Quarterly Period Ended          MARCH 31, 1995
                           --------------------------------------------
Commission file number                  0-20469
                      -------------------------------------------------

                         NEW USTC HOLDINGS CORPORATION
- -----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

New York                                                 13-3818952
- -----------------------------------------------------------------------
(State or other jurisdiction of                    (I. R. S. Employer
incorporation or organization)                     Identification No.)

114 West 47th Street, New York, New York                   10036
- -----------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                               (212) 852-1000
- -----------------------------------------------------------------------
            (Registrant's telephone number, including area code)

                               NOT APPLICABLE
- -----------------------------------------------------------------------
         (Former name, former address and former fiscal year, if
                        changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                                        Yes   X       No   
                                             ---         ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
     100 shares, Common Stock $1 par value, as of May 25, 1995
                                   -1-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

        (a) EXHIBITS:

2.1      - Agreement and Plan of Merger dated as of November 18, 1994
           (as amended, supplemented or otherwise modified from time to
           time) between The Chase Manhattan Corporation ("Chase") and
           the Corporation, filed as Exhibit 2.1 to the Corporation's
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1994 ("Form 10-K") and included in the Form 
           10-K as Appendix A to the Proxy Statement/Prospectus dated 
           February 9, 1995, filed as Exhibit 99.1 to the Form 10-K
           ("Exhibit 99.1"). (1) (2)

2.2      - Form of Agreement and Plan of Distribution among the
           Corporation, United States Trust Company of New York (the
           "Trust Company"), the Company and New U.S. Trust Company of
           New York ("New U.S. Trust"), filed as Exhibit 2.2 to the
           Form 10-K and included in the Form 10-K as Appendix B to
           Exhibit 99.1 (1) (2)

2.3      - Form of Contribution and Assumption Agreement between the
           Trust Company and New U.S. Trust, filed as Exhibit 2.3 to
           the Form 10-K and included in the Form 10-K as Appendix C to
           Exhibit 99.1. (1) (2)

2.4      - Form of Post Closing Covenants Agreement among Chase, the
           Corporation, the Trust Company, the Company and New U.S.
           Trust, filed as Exhibit 2.4 to the Form 10-K and included in
           the Form 10-K as Appendix D to Exhibit 99.1. (1)

2.5      - Form of Tax Allocation Agreement among the Corporation, the
           Company and Chase, filed as Exhibit 2.5 to the Form 10-K and
           included in the Form 10-K as Appendix E to Exhibit 99.1. (1)

2.6      - Services Agreement Term Sheet, filed as Exhibit 7 to the
           Corporation's Current Report on Form 8-K bearing cover date
           of November 18, 1994. (1)

- ----------------

(1) Incorporated herein by reference.

(2) The copy of this document being incorporated by reference herein
    does not include the exhibits and schedules thereto which are
    identified as being omitted in the table of contents of this
    document.  The Corporation undertakes to furnish any such omitted
    exhibits and schedules to the Commission upon its request.



                                   -2-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (Continued)
        --------------------------------

        (a) EXHIBITS:

3.1      - Certificate of Incorporation of the Company, filed as
           Appendix I to the Company's Registration Statement on
           Form 10 dated February 9, 1995 ("Form 10"). (1)

3.2      - By-Laws of the Company, filed as Appendix II to the
           Form 10. (1)

27       - Financial Data Schedule


        (b) REPORTS ON FORM 8-K:

         None






























- ----------------
(1) Incorporated herein by reference.

                                   -3-
<PAGE>
                                SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.





                                         NEW USTC HOLDINGS CORPORATION
                                         ------------------------------
                                                   (Registrant)





Date:   June 26, 1995                         Richard E. Brinkmann
     ------------------                  ------------------------------
                                              Richard E. Brinkmann
                                              Senior Vice President
                                                 and Comptroller
                                         (Principal Accounting Officer)























                                   -4-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000936301
<NAME> DIANNE TIONGSON
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                             100
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
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                                0
                                          0
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