Born in Petrograd, Ustvolskaya studied from 1937 to 1939 at the college attached to the Leningrad Conservatory (later renamed the Rimsky-Korsakov Conservatory). From 1947 till 1977 she taught composition at this college. In 1939 she was the only female student in Dmitri Shostakovich's composition class at the Conservatory. Her composition teacher said of her:
"I am convinced that the music of G. I. Ustvolskaya will achieve world fame, and be valued by all who hold truth to be the essential element of music."
Shostakovich sent some of his own as yet unfinished works to Ustvolskaya, attaching great value to her comments. Some of these pieces contain quotations from his pupil's compositions; for example, he employed the second theme of the Finale of her clarinet trio throughout the Fifth String Quartet and in the Michelangelo Suite (no. 9).
Ustvolskaya was a pupil of Shostakovich from 1939 to 1941 and from 1947 to 1948, but her works from the 1950s onwards retain little influence of his style. Until 1961 none of her true works were performed other than patriotic pieces written for official consumption. The middle of the 1960s witnessed greater tolerance for modernist music, and interest in Ustvolskaya grew – the Leningrad Union of Composers organized in the 1970s evenings of her music, which received high praise from listeners and critics. Widespread recognition came after her music was performed in several concerts of the 1989 Holland Festival.