SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

UST INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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2
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U S T
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A REMINDER

We have previously sent you proxy soliciting material relative to the
Annual Meeting of Stockholders to be held on May 4, 1999. According to our
records, we have not as yet received your proxy.

Since time is short and your vote is very important, we encourage you
to vote as soon as possible using one of the three methods listed on the
reverse side of this card. Your vote is very important whether your holding is
large or small.

Please note that, as described in the Proxy Statement, the Board of
Directors recommends a vote FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4.

Your cooperation is greatly appreciated.

PLEASE ACT PROMPTLY

DETACH HERE

*SECOND REQUEST* PROXY *SECOND REQUEST*

UST

ANNUAL MEETING OF STOCKHOLDERS -- MAY 4, 1999

The undersigned hereby appoints DEBRA A. BAKER and RICHARD H. VERHEIJ,
or either of them, with full power of substitution, attorneys and proxies to
vote all shares of Common Stock of UST Inc. which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held at Rich Forum, 307
Atlantic Street, Stamford, Connecticut, on Tuesday, the 4th day of May 1999, at
10:00 a.m., and at any and all adjournments thereof, on the matters listed on
the reverse side which are set forth in the accompanying Proxy Statement.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSALS 3 AND 4.

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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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3
INSTRUCTIONS FOR VOTING YOUR PROXY

Record holders have three alternative ways of voting their proxies.

1. By Telephone (using a touch-tone telephone)

2. Through the Internet (using a browser)

3. By Mail (traditional method)

Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card. Please note all votes cast via the telephone or the Internet must be cast
prior to 5 P.M. E.S.T., May 3, 1999.

TELEPHONE VOTING:

- - There is NO CHARGE for this toll-free call.

- - On a Touch Tone Telephone call TOLL FREE 1-877-PRX-VOTE (1-877-779-8683) 24
hours per day - 7 days a week.

- - You will be asked to enter the Control Number which is located above your name
and address below.

- - Have your proxy card ready, then follow these instructions:

OPTION #1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS
on ALL proposals, press 1.

Your vote will be confirmed and cast as you directed. END OF CALL.

OPTION #2: If you choose to vote ON EACH PROPOSAL SEPARATELY, press 2.

Your vote will be confirmed and cast as you directed. END OF CALL.

INTERNET VOTING:

- - As with all Internet access, usage or server fees must be paid by the user
(stockholder).

- - Visit our Internet voting site at http://www.eproxyvote.com/ust and follow the
instructions on your screen. These instructions are similar to those above
for telephone voting.

VOTING BY MAIL:

- - Please mark, sign and date your proxy card and return it in the postage-paid
envelope provided.

If you vote via telephone or the Internet, it is not necessary to return your
proxy by mail. Please note that the last vote received whether by telephone,
Internet or mail, regardless of the date executed, will be the vote counted.
THANK YOU FOR VOTING.

DETACH HERE

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

If no direction is given, this proxy will be voted FOR proposals 1 and 2 and
AGAINST proposals 3 and 4.

The Board of Directors Recommends a Vote AGAINST the Following
The Board of Directors Recommends a Vote FOR Proposals 1 and 2. Stockholder PROPOSALS 3 and 4.
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1. Election of Directors 2. To ratify and approve Ernst 3. Stockholder Proposal. FOR AGAINST ABSTAIN
Nominees; (01) J.P. Clancey, & Young LLP as independent / / / / / /
(02) V.A. Gierer, Jr., auditors of the Company
(03) P.X. Kelley for the year 1999. 4. Stockholder Proposal / / / / / /

FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES FOR AGAINST ABSTAIN
/ / / / / / / / / /

For all nominees except vote withheld And in their discretion, upon such other business as may
from the following: properly come before the meeting.

/ / _________________________

MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT

Please sign exactly as name appears hereon. If
signing for trusts, estates or corporations,
capacity or title should be stated.

WACHOVIA BANK, N.A.
UST INC. EMPLOYEES' SAVINGS PLAN

A REMINDER

You have previously received proxy soliciting material relative to the UST
Annual Meeting of Stockholders to be held on May 4, 1999.

According to our latest records, we have not received your instructions for
the shares held on your behalf in the Savings Plan.

The Plan provides that, as Trustee, we must vote shares as to which we
receive no instruction in the same proportion as instructed shares are voted. We
urge you to vote promptly using one of the three methods listed on the reverse
side of this card so that your shares may be voted according to your own
instructions. ACCORDINGLY, WE MUST HAVE YOUR COMPLETED INSTRUCTIONS BY APRIL 29,
1999 IN ORDER TO VOTE YOUR SHARES.

Your instructions are CONFIDENTIAL and will be known only by Wachovia Bank
and its agent, EquiServe.

Please note that, as described in the Proxy Statement, the Board of
Directors recommends a vote FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4.

Thank you for your cooperation.

DETACH HERE

*SECOND REQUEST* *SECOND REQUEST*

UST

ANNUAL MEETING OF STOCKHOLDERS--MAY 4, 1999
EMPLOYEES' SAVINGS PLAN

The undersigned hereby directs Wachovia Bank, N.A. as Trustee of the UST
Inc. Employees' Savings Plan to vote in person or by proxy all shares of Common
Stock of UST Inc. allocated to the undersigned's account at the Annual Meeting
of Stockholders to be held at Rich Forum, 307 Atlantic Street, Stamford,
Connecticut, on Tuesday, the 4th day of May 1999, at 10:00 a.m., and at any and
all adjournments thereof, on the matters listed on the reserve side which are
set forth in the accompanying Proxy Statement.

THE SHARES REFLECTED ON THIS INSTRUCTION CARD WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE SHARES
REFLECTED ON THIS INSTRUCTION CARD WILL BE VOTED FOR PROPOSALS 1 AND 2 AND
AGAINST PROPOSALS 3 AND 4.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
5
INSTRUCTIONS FOR VOTING YOUR INSTRUCTION CARD

There are three alternative ways of voting your Instruction Card.

1. By Telephone (using a touch-tone telephone)
2. Through the Internet (using a browser)
3. By Mail (traditional method)

Your telephone or Internet vote authorizes the Trustee proxies to vote your
shares in the same manner as if you marked, signed, and returned a proxy card.
Please note all votes cast via the telephone or the Internet must be cast prior
to 5 P.M. E.S.T., April 29, 1999.

TELEPHONE VOTING:

- - There is NO CHARGE for this toll-free call.
- - On a Touch Tone Telephone call TOLL FREE 1-877-PRX-VOTE 24 hours per day -
7 days a week.
- - You will be asked to enter the Control Number which is located above your
name and address below.
- - Have your instruction card ready, then follow these instructions:

OPTION #1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS on ALL
proposals, press 1.

Your vote will be confirmed and cast as you directed. END OF CALL.

OPTION #2: If you choose to vote ON EACH PROPOSAL SEPARATELY, press 2.

Your vote will be confirmed and cast as you directed. END OF CALL.

INTERNET VOTING:

- - As with all Internet access, usage or server fees must be paid by the user.
- - Visit our Internet voting site at http://www.eproxyvote.com/ust and follow
the instructions on your screen. These instructions are similar to those
above for telephone voting.

VOTING BY MAIL:
- - Please mark, sign and date your instruction card and return it in the
postage-paid envelope provided.

If you vote via telephone or the Internet, it is not necessary to return your
instruction card by mail. Please note that the last vote received whether by
telephone, Internet or mail, regardless of the date executed, will be the vote
counted. THANK YOU FOR VOTING.

DETACH HERE

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

If no direction is given, this proxy will be voted FOR proposals 1 and 2 and
AGAINST proposals 3 and 4.

FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES FOR AGAINST ABSTAIN
/ / / / / / / / / /

For all nominees except vote withheld And in their discretion, upon such other business as may
from the following: properly come before the meeting.

/ / _________________________

MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT

Please sign exactly as name appears hereon. If
signing for trusts, estates or corporations,
capacity or title should be stated.