Company Name: UST Inc.
Public Availability Date: February 7, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

December 14, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Shareholder Proposals Submitted by the Congregation of Sisters of Saint Agnes, the Sisters of St. Francis of Assisi and the Catholic Health Initiatives for Inclusion in UST Inc.'s 2008 Proxy Materials

Dear Ladies and Gentlemen:

UST Inc. (the "Company") has received from the Congregation of Sisters of Saint Agnes, the Sisters of St. Francis of Assisi and the Catholic Health Initiatives, as co-filers (collectively, the "Proponents"), a shareholder proposal, a copy of which is attached hereto as Exhibit A and referred to herein as the "Proposal".

The Proposal contains the following resolution:

"RESOLVED: Shareholders urge the Board of Directors to adopt principles for comprehensive health care reform (such as those based upon principles reported by the Institute of Medicine: Health care coverage should be universal, continuous, and affordable to individuals and families. Any health insurance strategy should be affordable and sustainable for society and should enhance health and well-being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable)."

By copy of this letter, the Company notifies the Proponents of the Company's intention to omit the Proposal from the Company's proxy materials for the 2008 annual meeting of shareholders (the "2008 Proxy Materials"). This letter constitutes the Company's statement of the reasons for which it deems the omission to be proper.

On behalf of the Company and in accordance with Rule 14a-8, we are writing to request that the staff of the Division of Corporation Finance (the "Staff") confirm that it concurs in our judgment that the Proposal may be omitted pursuant to Rule 14a-8 or confirm that it will not recommend any enforcement action if the Proposal is omitted.

Summary

It is the Company's belief, with which we concur, that the Proposal, which was submitted by each of the Proponents, may be omitted from the 2008 Proxy Materials because:

a. the Proposal is contrary to Rule 14a-8(i)(3) in that it is vague and indefinite, and contains irrelevant matters, causing substantial uncertainties as to the actions that would be required by the Proposal and the matters on which shareholders would be asked to vote; and

b. the Proposal deals with a matter related to the Company's ordinary business operations (Rule 14a-8(i)(7)).

Discussion

A. Rule 14a-8(i)(3) as to vagueness, indefiniteness, and irrelevance

Staff Legal Bulletin No. 14B (September 15, 2004) (the "Bulletin")1 provides that a proposal may be omitted under Rule 14a-8(i)(3) where "the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders ... nor the company ... would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires;" and where "substantial portions of the supporting statement are irrelevant ... such that there is a strong likelihood that a reasonable shareholder would be uncertain as to the matter on which she is being asked to vote." The Proposal is (i) inherently vague and indefinite and (ii) substantial portions are irrelevant, and therefore, may be excluded from the Company's 2008 Proxy Materials on either of these independent grounds.

The Proposal is "inherently vague or indefinite" because it completely fails to describe what actions or measures it is seeking. In this regard, while the Proposal refers to the Company's employee heath care benefits and the general public policy issue of comprehensive health care reform, the Proposal does not appear to request the Company to do anything other than vaguely to "adopt principles for comprehensive health care reform." Indeed, nowhere does the Proposal elaborate or even attempt to explain what if any actions it is requesting that the Company take. Without more, adopting vague and amorphous principles about health care reform would have no effect on the Company, its employee benefits health plan, or our nation's health care system. Accordingly, the Proposal may be excluded on the ground that it is completely vague and indefinite as to the actions or measures that it is seeking.

Moreover, the vagueness and indefiniteness of the Proposal is compounded and confused further by the inclusion of wholly-irrelevant matters, such as assertions about the alleged health consequences of cigarettes and smokeless tobacco, and/or a reference to a "University of Minnesota Cancer Center researchers report" about smokeless tobacco. While the Company does not agree with many of these characterizations and assertions,2 their inclusion in the Proposal renders the Proposal confusing as to the matters on which shareholders would be asked to vote. None of these assertions about tobacco and health or the Minnesota report has anything to do with "comprehensive health care reform," and the Proposal does not even attempt to explain how these assertions relate to what the Proposal may be requesting. The inclusion of such irrelevancies would cause even greater confusion and uncertainties as to whether or not the principles that the Proposal requests the Company to adopt relate to our Nation's health care system generally or the Company's employee benefits health plan or its business operations in particular. Accordingly, the Proposal may be excluded on the independent ground that it contains irrelevant assertions that create a strong likelihood that a reasonable shareholder would be confused and uncertain about the matters upon which he or she would be asked to vote.

B. Rule 14a-8(i)(7) as to ordinary business operations

Rule 14a-8(i)(7) permits the exclusion of a shareholder proposal that "deals with a matter related to the company's ordinary business operations." The Proposal deals with a matter of ordinary business operations and therefore may be excluded from the Company's 2008 Proxy Materials.

As a preliminary matter, we note that the Staff has held that matters relating to employee benefits in general and health care in particular are matters that fall within ordinary business operations and may be excluded from a company's proxy materials. See, e.g. General Motors Corporation (April 11, 2007), Target Corporation (February 27, 2007), Kohl's Corporation (January 8, 2007), International Business Machines Corporation (January 13, 2005), Sprint Corporation (January 28, 2004); but, see, Ford Motor Company (March 1, 2007).

We are also aware that the Staff in Staff Legal Bulletin No. 14C (June 28, 2005) provided guidance on the application of rule 14a-8(i)(7) to proposals referencing public health issues. In particular, we note that the Staff has explained that, while proposals relating to public health matters may be excluded, a proposal that focuses on a "company minimizing or eliminating operations that may adversely affect the environment or the public's health" may not be excluded. The Proponents in the Proposal do not appear to ask the Company to change its operations, but rather ask the Company to take a position on the general issue of comprehensive national health care reform. Furthermore, to the extent that the Proposal could be construed to request that the Company get involved in the political or legislative process relating to comprehensive national health care reform, it is excludible under rule 14a-8(i)(7). Indeed, the Staff has held that involving a company in the political or legislative process by supporting and taking a stance on a national health care system is excludible under rule 14a-8(i)(7). See International Business Machines Corporation (January 21, 2002).

Conclusion

Based on the foregoing, we hereby respectfully request that the Staff not recommend any enforcement action if the Proposal is excluded from the Company's 2008 Proxy Materials. Should the Staff disagree with our conclusions regarding the omission of the Proposal, or should any additional information be desired in support of the Company's position, we would appreciate an opportunity to confer with the Staff concerning these matters.

In accordance with Rule 14a-8(j), six copies of this letter and the Proposal are enclosed, and a copy is being sent to the Proponents. If you have any questions regarding any aspect of this request, please feel free to call the undersigned at (212) 735-2218. My fax number for the Staff's response is (917) 777-2218. The fax numbers provided by each of the Proponents is set forth below, following each person's name and address.

Please acknowledge receipt of this letter and its enclosures by stamping the enclosed copy of this letter and returning it to our messenger.

Very truly yours,

/s/

David J. Friedman

cc: Richard A. Kohlberger
(UST Inc.)
Fax: 203-817-3171

Sr. Kathy Nelessen
Member-Trustee, Peace, Ecology Committee
Congregation of Sisters of St. Agnes
150 Southlake Circle, Apt. F
Fond du Lac, Wisconsin 54935
Fax: 920-921-8177

Sr. Irene Senn
Corporate Responsibility Agent
Sisters of St. Francis of Assisi
3221 S. Lake Drive
St. Francis, WI 53235-3799
Fax: 414-744-7193

Mr. Kevin E. Lofton
President and CFO
Catholic Health Initiatives
1999 Broadway
Suite 2600
Denver, CO 80202-4004
Fax: 303-298-9690

-----FOOTNOTES-----

1 Consistent with the terms of the Bulletin, the Staff has also issued no-action letters to the effect that proposals that are "inherently vague or indefinite" may be omitted from a company's proxy materials pursuant to Rule 14a-8(i)(3). See, e.g., H.J. Heinz Company (May 25, 2001), Bristol-Myers Squibb Company (February 1, 1999), Philadelphia Electric Company (July 30, 1992), and Fuqua Industries, Inc. (March 12, 1991).

2 For example, the Proposal cites to a newspaper report purporting to state the findings of a "University of Minnesota Cancer Center researchers report". The inclusion of these statements in the Proposal suggests smokeless tobacco is more dangerous than cigarette smoking. In fact, this is directly contrary to the generally accepted view in the scientific and public health communities that smokeless tobacco involves substantially less risk than cigarette smoking. See, e.g., Royal College of Physicians. Harm reduction in nicotine addiction: helping people who can't quit. A report by the Tobacco Advisory Group of the Royal College of Physicians. London: RCP, 2007.

[APPENDIX 1]

November 01, 2007

Sister Hertha Longo
Congregation of Sisters of St. Agnes
Finance Office
320 County Road K
Fond du Lao, WI 54935

Dear Sister Hertha:

KeyBank National Association is the record holder of securities for the benefit of the Congregation of Sisters of Saint Agnes. As such, we confirm that the Congregation of Sisters of St. Agnes holds 50 shares of UST Inc. (UST) as of November 1, 2007. This security has been held since April 24, 2002.

Please contact me if you require any additional information regarding the holding of the above security.

Sincerely,

/s/

Barbara B. McKee
Sr. Client Administrator
Victory Capital Management
Client Management and Consulting Group

[APPENDIX 2]

TOBACCO COMPANIES; ENDORSE HEALTH CARE PRINCIPLES

WHEREAS: our company's products are a major if not the major, contributor to taral cancers and heart disease.

University of Minnesota Cancer Center researchers report: "users of smokeiess tobacco are exposed to higher amounts of tobacco-specific nitrosaminesmolecules, known to be carcinogenic than smokers." i

More than 40 ejements in tobacco smoke are cancer-causing. Smokers are 22 times more likely to develop lung cancer than non-smokers. Studies show length of tobacco use increases the cancer risk: cancer of the nose (2 times grearer), longue. mouch, salivary giand and pharynx (6 to 27 times more). throat (12 times) esophagus (8-10 times); larynx (10-18 times), stomach (2-3 times). kidney (5 times) bladder (5 times), penis (2-3 times), pancreas (2-5 times) colon-recturn (3 times) and anus (5-6 times).

In 2007, in a "stark departure from past practice, the American Cancer Sociery" redirected its entire $15 million advertising budger "to the consequences of inadequare health coverage." John R. Sefirin, the American Cancer Sociery's CEO, stated: "I believe, if we don't fix the health care system, that lack of access will be a bigger cancer killer than tobacco." He added: "The ultimate control of cancer is as much a public policy issue as it is a medical and scientific issue." ii

A 2003 study estimated that one of every 10 cancer parients were uninsured Health insurance companies are known to provide substantially lower rates to those who do not smoke or use our tobacco products.

Our company's health care costs are higher in the US because it has to cover employees who use tobacco products. If America had universal health care, these would be covered. Consequently, shareholder revenues are diminished when company finances must cover health care costs many stemming from cancer and heart disease arising from tobacco use.

Because access to affordable, comprebensive health care/insurance is the most significant social policy issue in Americaiii and has become a central concern in the 2008 presidential campaign:

RESOLVED: Shareholders urge the Board of Directors to adopt principles for comprehensive health care reform (such as those based upon principles reported by the Institure of Medicine: Health care coverage should be universal, cominuous, and affordable to individuals and families. Any health insurance strategy should be affordable and sustainable for society and should enhance health and well-being by promoting access to high-quality care that is effective, efficient, safe, timely, patient centered, and equitable).

Supporting Starement

As shareholders, we believe publicly-held companies must account to all their stakeholders vis-a-vis their positions on critical public policy issues, like universal health care, especially tobacco companies because they contribure so much to the health problems of so many. We ask fellow shareholders to support this resolution.

2008HealthCarePrinciplesTobaccoCompanles_10.24.07.Final 495 words, excluding titles

-----FOOTNOTES-----

i "Struff' Not Sate: Smokeiess Tobacco Delivers More of Some Dangerous Carcinogons Than Cigartres," Sciance Dally, August 10, 2007.

ii John R. Saffrin, quared in The New York Times, 08 31. 07.

iii NBC News /Wall Strear Journal, Kaiser Fountiation Healph Tracking Poll The New York Thnes/CBS News.

[STAFF REPLY LETTER]

February 7, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: UST Inc. Incoming letter dated December 14, 2007

The proposal urges the board of directors to adopt principles for health care reform, such as those based upon principles specified in the proposal.

We are unable to concur in your view that UST may exclude the proposal under rule 14a-8(i)(3). Accordingly, we do not believe that UST may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

We are unable to concur in your view that UST may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that UST may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Eduardo Aleman
Attorney-Adviser