<PAGE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC  20549

                                     FORM 10-K
          (MARK ONE)
  [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
          EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997    OR

  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM                 TO

                            Commission File Number 1-9215
                        ------------------------------------
                         UNITED ASSET MANAGEMENT CORPORATION
              (Exact name of registrant as specified in its charter)

            DELAWARE                                     04-2714625
 (State or other jurisdiction of            (IRS Employer Identification Number)
  incorporation or organization)

     ONE INTERNATIONAL PLACE
      BOSTON, MASSACHUSETTS                                 02110
(Address of principal executive offices)                  (Zip Code)

          Registrant's telephone number, including area code: (617) 330-8900

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                     NAME OF EACH EXCHANGE
      TITLE OF EACH CLASS                              ON WHICH REGISTERED
      -------------------                           -----------------------
      Common Stock                                  New York Stock Exchange
      ($.01 par value)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

     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.  X  Yes      No
                                               ---      --- 

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [ ]

     The aggregate market value of the voting stock held by stockholders who 
are not directors or executive officers of the registrant was approximately 
$1.7 billion based on the last reported sale price of the registrant's common 
stock on the New York Stock Exchange composite tape on March 13, 1998.

     The number of shares of common stock, par value $.01, outstanding as of 
March 13, 1998 was 69,211,279.

                      DOCUMENTS INCORPORATED BY REFERENCE

Certain of the information called for by Parts I through IV of this report on 
Form 10-K is incorporated by reference from certain portions of (a) the 
Annual Report to Stockholders of the registrant for the year ended December 
31, 1997, and (b) the Proxy Statement of the registrant filed pursuant to 
Regulation 14A and sent to stockholders in connection with the Annual Meeting 
of Stockholders to be held on May 21, 1998.  Such Report and Proxy Statement, 
except for the parts therein which have been specifically incorporated herein 
by reference, shall not be deemed "filed" as part of this report on Form 
10-K. 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

     GENERAL

     United Asset Management Corporation (UAM or the Company) is a holding
company organized in December 1980 to acquire and own firms that provide
investment advisory services primarily for institutional clients.  The Company's
wholly owned subsidiaries (Affiliated Firms or Firms) operate in one business
segment, that is, as investment advisers, managing both domestic and
international investment portfolios for corporate benefit plans, mutual funds,
government and union benefit plans, individuals, endowments, and foundations. 
UAM intends to continue expanding through the internal growth of its present
Affiliated Firms and through the acquisition or organization of additional firms
in the future (see "Affiliated Firms").  In addition, UAM plans to continue to
diversify, domestically and internationally, with respect to both the classes of
assets managed and client base.  While UAM's Affiliated Firms primarily
specialize in the management of U.S. equities, bonds and cash, other asset
classes under management include international securities, real estate and
stable value assets.

     Advisory fees based on the assets of pension plans, profit sharing 
plans, endowments and foundations provide the largest portion of the 
Company's revenues.  Such clients are sometimes referred to as 
"institutional" clients, and they are generally "tax-exempt" in that the 
income and any capital gains which result from their portfolio investments 
are not taxable to them under present law.  Advisory fees are primarily based 
on the value of assets under management.  Fee rates typically decline as 
account size increases.  The assets of institutional clients have generally 
been growing, with the most rapid growth achieved by pension and profit 
sharing plans (sometimes called employee benefit plans).  For the year ended 
December 31, 1997, no single client of any Affiliated Firm provided more than 
5% of the Company's consolidated revenues. Accordingly, the loss of any 
single client would not have a material adverse effect on the Company's total 
investment management business.

     Each Affiliated Firm operates under its own name, with its own 
investment philosophy and approach.  Each conducts its own investment 
analysis, portfolio selection, marketing and client service. During any given 
period, investment results may vary among Firms.  Client fees are set by each 
Firm based on its own judgment concerning the market for the services it 
renders.  Each Firm is separately regulated under applicable federal, state 
or foreign law. 

     In addition to the Firms' individual efforts, UAM has established 
several distribution and client service organizations which are available to 
the Affiliated Firms to supplement the investment management services they 
provide. This is described more fully under "Method of Operation."

     UAM has revenue sharing plans with the Affiliated Firms which are 
described more fully under "Revenue Sharing."  These agreements provide for 
UAM to receive increased or decreased revenues from each Affiliated Firm, 
based on a percentage of the change in each Firm's revenues from year to 
year, starting from a base amount agreed upon in the year of acquisition or 
at inception.  These arrangements allow each Firm to set its own operating 
expense budget and compensation practices, limited by the share of revenues 
available to the Firm.


                                    1

<PAGE>

     THE INDUSTRY

     Revenues in the institutional investment management industry are 
determined primarily by fees based on assets under management.  Therefore, 
the principal determinant of growth in the industry is the growth of 
institutional assets under management.  In management's judgment, the major 
factors which influence changes in institutional assets under management are: 
 (a) changes in the market value of securities; (b) net cash flow into or out 
of existing accounts; (c) gains of new or losses of existing accounts by 
specific firms or segments of the industry; and (d) the introduction of new 
products by the industry or by particular firms.

     In general, assets under management in the institutional segments of the 
industry have increased steadily.  For example, Money Market Directories, 
Inc. recorded in its 1998 Directory $4.9 trillion in assets under management 
in accounts of employee benefit plans and endowments within the United 
States as of mid-1997, which represents an average compound five-year annual 
growth rate of 11.2% since mid-1992.  The largest institutional segment of 
assets under management is employee benefit plan assets.  The 1998 Directory 
reported $4.7 trillion of employee benefit plan assets under management as of 
mid-1997, which represents an average compound five-year annual growth rate 
of 11.2% since mid-1992.

     The employee benefit plan market includes two principal sectors:  
defined benefit and defined contribution plans.  More than half of U.S. 
retirement plan assets are in defined benefit plans, which assure employees 
of a particular level of pension benefits when they retire.  The Employee 
Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code 
of 1986 (the Code) require employers to fund their defined benefit plans 
sufficiently to generate the benefits they have promised.  However, the Code 
also discourages overfunding of defined benefit plans by employers by 
limiting tax deductions for contributions to fully funded plans.  In 
management's opinion, high investment returns experienced in the 1980s and 
thus far in the 1990s have resulted in many defined benefit retirement plans 
reaching or exceeding their full funding limits based on actuarial 
calculations; therefore, many employers have ceased to contribute additional 
cash to the plans.  However, if the value of plan assets declines due to 
market factors, or if sustained periods of low interest rates cause an 
increase in the actuarial value of plan liabilities, employers will generally 
be obligated to step up contributions to their defined benefit pension plans. 
 This counter-cyclical funding pattern for defined benefit plans helps to 
smooth out fluctuations in the growth of plan assets under management by 
firms that provide investment advisory services to sponsors of defined 
benefit plans, and therefore, it helps to moderate fluctuations in the 
revenues of these investment managers.  Under defined contribution plans, on 
the other hand, employers may contribute to their employees' retirement funds 
on a tax-advantaged basis, but individual employees generally decide how 
their plan assets will be invested.  Defined contribution plans are the 
fastest growing sector of the employee benefit plan market.

     The number and size of investment management firms which UAM would 
consider acquiring have grown in the past five years.  The 1993 Money Market 
Directory showed 1,288 investment advisory firms (including branch offices) 
within the United States managing $3.7 trillion as of mid-1992.  The 1998 
Directory showed 1,330 such firms (including branch offices) within the 
United States managing approximately $9.8 trillion of assets as of mid-1997, 
which represents an average compound five-year annual growth rate of 21.6% 
over the corresponding assets since mid-1992.


                                    2

<PAGE>

     COMPETITION

     The Affiliated Firms compete with a large number of investment 
management firms, principally those engaged in the management of 
institutional accounts. In addition, the Affiliated Firms compete with 
affiliates of securities broker-dealers, commercial banks, insurance 
companies, and other entities, many of which have substantially greater 
capital and other resources and some of which offer a wider range of 
financial services.  Furthermore, each of the Affiliated Firms may compete 
with other Affiliated Firms for clients.

     Management believes that the most important factors affecting 
competition in the investment management industry are the abilities and 
reputations of investment managers, differences in the investment performance 
of investment management firms, the development of new investment strategies, 
access to channels of distribution, resources to invest in information 
technologies and client service capabilities.

     Barriers to entry are low, and firms are relatively long-lived in the 
investment management business.  A new investment management firm has low 
capital requirements.  Maintaining the firm requires only the continued 
involvement of its professional personnel.  A major portion of profits may be 
regularly withdrawn because new capital commitments are limited and rarely 
necessary.

     With respect to the acquisition of investment management firms, UAM 
competes with many other potential purchasers of these firms, including 
insurance companies, banks and other investment groups.  As a result of its 
continuing acquisition activities, including regular contacts with potential 
acquisition candidates, UAM has an extensive knowledge of the candidate 
population, both domestically and internationally.

     UAM'S ACQUISITION PROGRAM 

     Since its inception, UAM has sought to acquire or to establish 
institutional investment management firms.  Once it acquires or organizes 
such firms, UAM seeks to preserve their autonomy by allowing their key 
employees to retain control of investment decisions and manage day-to-day 
operations.  When an Affiliated Firm is acquired from employee-stockholders, 
the former stockholders receive the added benefits of a more diversified 
company by virtue of equity ownership in UAM.

     UAM conducts its own acquisition activities rather than relying 
primarily upon outside agents to find and develop acquisition candidates for 
it.  UAM's activities include regular mailing and calling programs through 
which UAM seeks to contact and visit potential acquisition candidates on a 
regular basis.  UAM is willing to use finders to locate suitable candidates 
and has paid finders' fees on four occasions.  Once acquisition negotiations 
begin, UAM utilizes its own staff and outside legal counsel to negotiate 
price, terms and the wording of specific documents required.  Typically, a 
definitive purchase agreement is signed and then clients of the firm to be 
acquired are contacted by principals of that firm in order to obtain the 
client's consent to the assignment of its advisory contract as required by 
the Investment Advisers Act of 1940.  Once sufficient consents have been 
received, the acquisition is completed.  Consent of all of a firm's clients 
has been obtained in connection with virtually all of UAM's acquisitions to 
date.  To complete the acquisition or organization of a non-U.S. firm, 
regulatory approval may be required in the host country.

     After acquisition by UAM, Affiliated Firms continue to operate under 
their own firm name, with their own leadership and individual investment 
philosophy and approach.  UAM seeks to achieve diversity by acquiring


                                     3

<PAGE>

investment management firms having different investment philosophies and 
strategies and specializing in different asset classes.  In addition, UAM has 
acquired or organized firms at various stages of development, from start-up 
to relatively mature firms and has acquired both employee-owned firms and 
subsidiaries or divisions of financial institutions.

     UAM has observed that the major reasons that employee-owned firms 
consider selling to UAM include: (a) the high value of the firm relative to 
its principals' total net worth; (b) the need for liquidity on the part of 
the principals; (c) their desire for diversification and a reduction in their 
exposure to a single firm's results; (d) their autonomy after acquisition; 
and (e) increasingly, the access to channels of distribution provided by 
UAM's service firms.  Substantially all the key employees of Affiliated Firms 
continue to be actively involved in their firms long after their acquisition 
by UAM.  

     In purchasing investment management firms, UAM has structured the 
transactions to create incentives for key personnel to remain with their firm 
after the expiration of their employment agreements.  The key employees have 
entered into employment and noncompetition agreements for terms ranging 
primarily from five to 12 years, which also prohibit the employees from 
competing with their firm for a substantial period after termination of 
employment.  Most of the key employees of the Affiliated Firms were 
stockholders of such firms prior to their acquisition by UAM.  In connection 
with the purchases, the former stockholders and/or key employees have 
typically received consideration in the form of cash, subordinated notes and 
warrants to purchase UAM common stock, or UAM common stock.  The subordinated 
notes, most of which may be used to exercise the warrants, generally have 
terms of between five and 10 years.  The key employees of each Affiliated 
Firm also participate directly, through revenue sharing, in revenues of their 
firm and meet the firm's expenses from their share of these revenues, as 
described more fully under "Revenue Sharing."

     UAM has over the past several years identified a substantial number of 
institutional investment management firms both domestically and 
internationally which it believes may be candidates for future acquisition on 
the basis of an evaluation of their personnel, investment approach, client 
base, revenues and profitability.

     To fund acquisitions, the Company utilizes its existing capital, 
together with Operating Cash Flow (net income (loss) plus amortization, 
depreciation and the reduction in value of intangible assets, net of taxes) 
and borrowings available under its $500,000,000 Reducing Revolving Credit 
Agreement (as more fully described in Note 3 to the Consolidated Financial 
Statements; also see Items 8 and 14 of this Form 10-K).  Such borrowings are 
secured by the stock of the Company's subsidiaries.

     METHOD OF OPERATION

     UAM itself does not manage portfolio investments for clients and does 
not provide any investment advisory services to Affiliated Firms and 
therefore is not registered as an investment adviser under federal, state or 
foreign law. UAM respects the individual character of each Affiliated Firm 
and seeks to preserve an environment in which each Firm continues to provide 
investment management services which meet the particular needs of the Firm's 
clients.  UAM provides assistance to the Affiliated Firms in connection with 
the preparation of separate company financial statements, tax matters, 
insurance and maintenance of a company-wide profit sharing retirement plan.  
In addition, UAM has an Operations Group and a Marketing and Service 
Strategies Group composed of senior officers of the Company who are 
responsible for establishing new marketing and service organizations, 


                                     4

<PAGE>

creating growth incentives and encouraging the undertaking of new projects 
and programs by the Affiliated Firms.  Upon request, the Operations Group is 
also available to assist Affiliated Firms in planning for future growth and 
management development, particularly with respect to succession planning.  
The Company also sponsors seminars and meetings for executives from each of 
the Affiliated Firms and from UAM which serve as forums for sharing business 
information.

     In recent years, UAM has established a number of organizations that 
augment the marketing and client service capabilities of its Affiliated Firms.

     UAM Retirement Plan Services, Inc. participates in the growth of the 
defined contribution plan sector of the market.  This affiliate designs and 
markets bundled defined contribution plan services, including investment 
management capabilities through UAM Funds portfolios, in addition to offering 
employee education, recordkeeping and trustee services to the sponsors of 
these plans.

     United Asset Management (Japan), Inc. offers the diverse investment 
management services of the Affiliated Firms to the Japanese institutional 
market.  UAM (Japan) has a license that allows them to offer fully 
discretionary investment management services to Japanese institutional 
investors. 

     UAM Investment Services, Inc. provides multi-product and global 
capabilities to large defined benefit pension plans and other major 
institutional investors such as insurance companies, as well as to financial 
planners, on behalf of the Affiliated Firms.  It provides a single convenient 
channel through which clients, both domestically and abroad, can utilize the 
many investment management products offered by the Affiliated Firms.

     UAM Funds, Inc., a series mutual fund, allows Affiliated Firms to open 
portfolios to pool client accounts in an efficient, cost-effective manner and 
to provide additional investment styles.  As of December 31, 1997, 20 of the 
Affiliated Firms managed 43 UAM Funds portfolios, and such portfolios held 
assets totaling $3.2 billion.

     UAM Fund Services, Inc. oversees service providers used by UAM Funds, 
Inc. and, upon request, by separate fund families offered by Affiliated 
Firms. 

     UAM Trust Company assists Affiliated Firms in establishing commingled 
investment pools for their clients.  Collective group trusts and other 
commingled investment vehicles can fit those situations where neither 
separately managed accounts nor mutual funds meet clients' needs.

     During 1997, UAM Shareholder Service Center, Inc. was established with 
the assistance of  Pilgrim Baxter & Associates, Ltd. to provide telephone 
servicing and transfer agent support to UAM mutual fund groups.  

     UAM believes that the professional independence of the Affiliated Firms 
and the continuing diversification of investment philosophies and approaches 
within the Company are necessary ingredients of UAM's success and that of the 
Affiliated Firms.  Most key employees of each Affiliated Firm at the time of 
acquisition by UAM have continued with their Firm in accordance with 
employment agreements executed in connection with each acquisition, have 
remained on their Firm's Board of Directors, and have continued to serve as 
its executive officers. Each Affiliated Firm's directors and officers are 
responsible for reviewing their respective Firm's results, plans and budgets. 


                                     5

<PAGE>

UAM intends to continue the method of operation described above as it 
acquires or organizes additional firms.

     REVENUE SHARING

     UAM operates with the Affiliated Firms under revenue sharing plans.  
Such plans permit each Firm to retain a specified percentage of its revenues 
(typically 50-70%) for use by its principals at their discretion in paying 
expenses of operations, including salaries and bonuses.  The purposes of the 
plans are to provide significant ongoing incentives for the principals of the 
Affiliated Firms to continue working as they did prior to the sale of their 
firm to UAM, to support their autonomy, and to allow UAM to participate in 
the growth of revenues of each Affiliated Firm.  The plans are designed to 
allow each Firm's principals to participate in that Firm's growth in a 
substantial manner and to make operating decisions freely within the limits 
of that portion of the Firm's revenues which is retained by the Firm.  In 
effect, the portion of its revenues retained by each Firm that is not used to 
pay salaries and other operating expenses is available for payment to the 
principals and other key employees of such Firm in the form of bonuses.  The 
portion of Affiliated Firm revenues retained by the Firms and used to pay 
salaries and bonuses and to fund operating expenses is included in the 
Company's Consolidated Statement of Operations.

     Under each agreement, when an Affiliated Firm is acquired by UAM, the 
base revenues of the Firm are established, and a share of such revenues is 
allocated to UAM, with the balance being the acquired Firm's share of 
revenues.  In addition, agreement is reached on the Firm's and UAM's 
respective percentage shares of changes in such Firm's revenues compared to 
its base revenues.  The Affiliated Firm is required to pay for all of its 
business expenses out of its share of revenues.  Each year, the amount of the 
Affiliated Firm's revenues that is paid to UAM and the amount that is 
retained by the Firm are adjusted upwards in the case of growth in such 
Firm's revenues over its base, or downwards in the case of decreases in such 
Firm's revenues below its base, by applying the agreed-upon percentages to 
the total increase or decrease in the Firm's revenues.  Under most of the 
existing revenue sharing agreements, UAM's share of increases above a Firm's 
base revenues is between 30% and 50%, and UAM's share of decreases below a 
Firm's base revenues is between 50% and 70%.  Thus, in any year in which the 
Affiliated Firm's revenues increase over its base revenues, the Firm retains 
a portion of such additional amounts to use as its principals may decide.  
The balance of the increase in the Affiliated Firm's revenues is paid to UAM, 
in addition to UAM's share of such Firm's base revenues.  In any year in 
which the Affiliated Firm's revenues decrease to a level below its base 
revenues, the Firm's share of its base revenues is reduced by the Firm's 
portion of the decrease, and therefore, the Firm may need to reduce its 
expenses. Similarly, the revenue sharing amount paid to UAM will be reduced 
by UAM's share of any decline in the Affiliated Firm's revenues below its 
base.  

     In addition to revenue sharing with its Affiliated Firms, UAM has 
designed incentive programs to further reward business growth through 
positive net client cash flow.  Incentives awarded under these programs are 
paid in the combination of cash, stock options and incentive units.  The 
Company also co-invests with its Firms in marketing, distribution and 
new-product development.

     AFFILIATED FIRMS 

     Each Affiliated Firm conducts its own marketing, client relations, 
research, portfolio management and administrative functions.  Each Firm sets 
its own investment advisory fees and manages its business independently on a 
day-to-day basis.


                                     6

<PAGE>

     The investment philosophy, style and approach of each Affiliated Firm 
are independently determined by it, and these philosophies, styles and 
approaches may vary substantially from firm to firm.  As a consequence, more 
than one Affiliated Firm may be retained by a single client, since many 
clients employ multiple investment advisers.  The strategies employed and 
assets selected by Affiliated Firms are separately chosen by them, with the 
result that any one Firm may be bullish on the stock or bond market while 
another Firm is bearish. Two of the Affiliated Firms are full-service 
institutional real estate investment management firms with $11.1 billion of 
assets under management at year end.  These Firms invest in real estate 
properties in the U.S. and overseas for their U.S. and foreign clients and 
provide a broad spectrum of real estate services, including research, 
acquisition and disposition, financing, and asset and property management.  
In addition, another Affiliated Firm, with $9.0 billion of assets under 
management at year end, manages stable value asset portfolios such as 
guaranteed investment contracts (GICs) and synthetic GICs.

     All of these differences, when combined with the separate names and 
identities of the various Affiliated Firms may: (a) tend to insulate UAM from 
the various cycles of market performance for specific asset classes and 
individual Firms; (b) permit more than one Affiliated Firm to serve any 
single client; and (c) mean that some Affiliated Firms may attract 
substantial new business while other Firms may grow more slowly or lose 
business.

     UAM's Firms manage both domestic and international investment portfolios 
for corporate benefit plans, mutual funds, government and union benefit 
plans, individuals, endowments, and foundations.  As of December 31, 1997, 
UAM's Firms had approximately $197.5 billion under management with an average 
account size of $35.3 million.  The 20 largest clients of UAM's affiliates 
represented 16% of total revenues and the 100 largest clients represented 
28%.  Additional information regarding the number of clients and types and 
amounts of assets under management is found in the table on page 36 of the 
Company's 1997 Annual Report to Shareholders (the Annual Report), which table 
is incorporated herein by reference. 


The following table summarizes UAM's asset mix:

<TABLE>
<CAPTION>
                                                Assets Under Management at December 31,
                                           1995                  1996                   1997
(in millions)                     -----------------     -----------------       -----------------
<S>                               <C>         <C>       <C>         <C>        <C>           <C>
U.S. Equities                      $ 84,465      59%     $ 99,814      58%       $123,213      63%
U.S. Bonds and Cash                  25,130      18        27,266      16          27,164      14
International Securities             10,897       8        21,764      13          27,947      14
Real Estate                          14,227      10        13,909       8          10,515       5
Stable Value                          7,405       5         8,274       5           8,650       4
                                   --------     ---      --------     ---        --------     ---
                                   $142,124     100%     $171,027     100%       $197,489     100%
                                   --------     ---      --------     ---        --------     ---
                                   --------     ---      --------     ---        --------     ---
</TABLE>

     As previously described, each Affiliated Firm is responsible for 
marketing its own investment management services.  Typically, one or more of 
the employees at each Firm are responsible for making initial contact with 
prospective clients.  Most Firms have brochures describing the Firm, its 
principals and its investment approach.  These brochures are mailed to 
prospective clients, in addition to soliciting clients by telephone and in 
person.  Once initial contact is made, face-to-face meetings between the 
principals of a Firm and the prospective client take place in order to 
discuss investment philosophy, management fees and a variety of other related 
matters.


                                      7

<PAGE>

     REGULATION

     UAM's domestic investment advisory subsidiaries are registered with and 
subject to regulation by the Securities and Exchange Commission (the SEC) 
under the Investment Advisers Act of 1940 and, where applicable, under state 
advisory laws.  The Company's foreign investment advisory affiliates are 
members of or subject to certain self-regulatory bodies or other regulatory 
agencies.  The Company's brokerage subsidiaries are registered as 
broker-dealers with the SEC under the Securities Exchange Act of 1934 and, 
where applicable, under state securities laws, and are regulated by the SEC, 
state securities administrators and the National Association of Securities 
Dealers, Inc.  Five Affiliated Firms are regulated by the Commodities Futures 
Trading Commission, and among the Affiliated Firms are four trust companies 
which are subject to regulation by the Office of Comptroller of the Currency 
or applicable state law.

     UAM's domestic investment advisory subsidiaries are subject to ERISA and 
its regulations to the extent they are "fiduciaries" under ERISA with respect 
to their clients.

     Registrations, reporting, maintenance of books and records and 
compliance procedures required by these laws and regulations are maintained 
independently by each UAM subsidiary.

     The officers, directors and employees of UAM's Affiliated Firms may from 
time to time own securities which are also owned by one or more of their 
clients.  Each such Firm has internal guidelines and codes of ethics with 
respect to individual investments, requires reporting of securities 
transactions and restricts certain transactions so as to minimize possible 
conflicts of interest.


                                     8

<PAGE>

UAM's Affiliated Firms as of December 31, 1997 are listed below in the order 
in which they were acquired or established.

<TABLE>
<CAPTION>
                                                  Principal                    Acquired
Affiliated Firm                                   Location                   or Organized
---------------                                   ---------                  ------------
<S>                                             <C>                        <C> 
Nelson, Benson & Zellmer, Inc.                   Denver, CO                  August 1983
Chicago Asset Management Company                 Chicago, IL                 October 1983
Colony Capital Management, Inc.(1)               Atlanta, GA                 February 1984
Hellman, Jordan Management Company, Inc.         Boston, MA                  August 1984
Thompson, Siegel & Walmsley, Inc.                Richmond, VA                December 1984
Sterling Capital Management Company              Charlotte, NC               December 1984
Analytic-TSA Global Asset Management, Inc.       Los Angeles, CA             May 1985
Northern Capital Management, Inc.                Madison, WI                 January 1986
Cooke & Bieler, Inc.                             Philadelphia, PA            February 1986
Fiduciary Management Associates, Inc.            Chicago, IL                 June 1986
Investment Counselors of Maryland, Inc.          Baltimore, MD               December 1986
HMH Investment Advisors, Inc. (2)                Boston, MA                  December 1986
Rothschild/Pell, Rudman & Co., Inc.              Baltimore, MD               December 1986
Rice, Hall, James & Associates                   San Diego, CA               May 1987
C.S. McKee & Company, Inc.                       Pittsburgh, PA              August 1987
Hanson Investment Management Company             San Rafael, CA              August 1987
Barrow, Hanley, Mewhinney & Strauss, Inc.        Dallas, TX                  January 1988
Sirach Capital Management, Inc.                  Seattle, WA                 January 1989 
Dewey Square Investors Corporation               Boston, MA                  May 1989 
The Campbell Group, Inc.                         Portland, OR                May 1989
Cambiar Investors, Inc.                          Englewood, CO               August 1990
First Pacific Advisors, Inc.                     Los Angeles, CA             June 1991
Spectrum Asset Management, Inc.                  Stamford, CT                November 1991
Acadian Asset Management, Inc.                   Boston, MA                  February 1992
The L&B Group                                    Dallas, TX                  June 1992
NWQ Investment Management Company                Los Angeles, CA             October 1992
Tom Johnson Investment Management, Inc.          Oklahoma City, OK           December 1992
UAM Retirement Plan Services, Inc.               New York, NY                February 1993
Pell, Rudman & Co., Inc.                         Boston, MA                  March 1993
Heitman Financial Ltd.                           Chicago, IL                 August 1993
Murray Johnstone Limited                         Glasgow, Scotland           November 1993
GSB Investment Management, Inc.                  Fort Worth, TX              December 1993
Dwight Asset Management Company                  Burlington, VT              January 1994
Investment Research Company                      San Diego, CA               February 1994
Suffolk Capital Management, Inc.                 New York, NY                July 1994
United Asset Management (Japan), Inc.            Tokyo, Japan                October 1994
UAM Investment Services, Inc.                    Boston, MA                  January 1995
Provident Investment Counsel                     Pasadena, CA                February 1995
Pilgrim Baxter & Associates, Ltd.                Wayne, PA                   April 1995
Jacobs Asset Management                          Fort Lauderdale, FL         July 1995
UAM Fund Services, Inc.                          Boston, MA                  October 1995
OSV Partners                                     Greenwich, CT               April 1996
Rogge Global Partners Plc                        London, England             August 1996
Clay Finlay Inc.                                 New York, NY                August 1996
J.R. Senecal & Associates Investment 
  Counsel Corp.                                  Richmond Hill, Ontario      January 1997
InvestLink Technologies, Inc.                    New York, NY                February 1997
Expertise Asset Management                       Paris, France               May 1997
Pacific Financial Research, Inc.                 Beverly Hills, CA           May 1997
Thomson Horstmann & Bryant, Inc.                 Saddle Brook, NJ            June 1997
Lincluden Management Limited                     Oakville, Ontario           September 1997
Palladyne Asset Management B.V.                  Amsterdam, The Netherlands     December 1997
</TABLE>

(1)  During 1997, Hamilton, Allen & Associates, Inc. changed its name to 
     Colony Capital Management, Inc.

(2)  Effective January 1, 1998, Hagler, Mastrovita & Hewitt, Inc. changed its 
     name to HMH Investment Advisors, Inc.


                                     9

<PAGE>

     EMPLOYEES 

     The UAM holding company has 72 employees, 12 of whom are executive 
officers of UAM (see Item 10, Directors and Executive Officers).  Each 
Affiliated Firm employs its own investment advisory, marketing and client 
service, administrative and operations personnel as needed to provide 
advisory services to its clients and to maintain necessary records in 
accordance with the rules of various regulatory agencies (see "Affiliated 
Firms" and "Regulation" on pages 6 and 8, respectively). At December 31, 
1997, the Company, as a whole, employed 2,486 persons.  These numbers exclude 
1,240 individuals who are employed by the property management subsidiaries of 
The L&B Group and Heitman Financial Ltd. and whose total compensation is 
billed directly to clients of these affiliates.

ITEM 2.  PROPERTIES

     UAM's only offices are its executive offices in Boston, Massachusetts, 
which occupy approximately 22,000 square feet under a lease which expires in 
2002.  Affiliated Firms are likewise lessees of their respective offices 
under leases which expire at various dates.

ITEM 3.  LEGAL PROCEEDINGS

     The Company and certain of the Company's subsidiaries are subject to 
legal proceedings arising in the ordinary course of business.  On the basis 
of information presently available and advice received from legal counsel, it 
is the opinion of management that the disposition or ultimate determination 
of such legal proceedings will not have a material adverse effect on the 
Company's consolidated financial position, its consolidated results of 
operations or its consolidated cash flows.  

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

     No matters were submitted to the vote of the security holders of the 
Company during the fourth quarter of the fiscal year covered by this report.

                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     During the fourth quarter of 1997, UAM issued an aggregate of 191,898 
shares of common stock, $.01 par value, pursuant to Section 4(2) of the 
Securities Act of 1933, as amended, (the Act), to certain executives of its 
subsidiaries upon the exercise of warrants originally issued in connection 
with the acquisition of such subsidiaries by UAM.  The exercise prices of the 
warrants ranged from $16.50 to $23.00 per share.

     During 1996, UAM issued warrants to the former owners of Pilgrim Baxter 
& Associates, Ltd. resulting from a contingent payment earned as specified in 
the Acquisition Agreement dated February 3, 1995.  Warrants to purchase 
62,010 shares of common stock, $.01 par value, of UAM for $23.00 per share, 
were issued and may be exercisable in whole or in part prior to the earlier 
of (a) February 28, 2003 or (b) if UAM gives notice specified in the Warrant 
Agreement, at such time as the closing price of common stock of UAM reaches 
specified levels for periods specified in the Warrant Agreement.  These 
warrants and the shares of common stock issuable upon exercise thereof have 
not been registered under the Act in reliance on the exemption for 
transactions not involving a public offering contained in Section 4(2) of the 
Act. The warrants contain, and the shares issuable upon exercise will contain,


                                     10

<PAGE>

restrictive legends.  No commission was paid to any underwriter in connection 
with the issuance of the warrants.

     Also during 1996, UAM issued an aggregate of 1,481,609 shares of common 
stock, $.01 par value, pursuant to Section 4(2) of the Act to certain 
executives of its subsidiaries upon the exercise of warrants originally 
issued in connection with the acquisition of such subsidiaries by UAM.  The 
excercise prices of the warrants ranged from $8.11 to $16.50 per share.

     As of March 13, 1998, there were 484 stockholders of record.  The 
balance of the information required by this item is incorporated herein by 
reference to the "Common Stock Information" on page 60 of the Annual Report.

ITEM 6.  SELECTED FINANCIAL DATA 

     The information required by this item is incorporated herein by 
reference to the "Eleven-Year Review" on pages 42 and 43 of the Annual Report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

     The information required by this item is incorporated herein by 
reference to the "Management's Discussion and Analysis" on pages 37 through 
41 of the Annual Report.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated herein by 
reference to the "Selected Quarterly Financial Data" on page 60 of the Annual 
Report, "Consolidated Financial Statements" and "Notes to the Consolidated 
Financial Statements" on pages 44 through 58 of the Annual Report, and the 
"Report of Independent Accountants" on page 59 of the Annual Report.  (See 
also the "Financial Statement Schedule" filed under Item 14 of this Form 
10-K.)

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

     None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated herein by 
reference to the sections entitled "Election of Directors - Nominees for 
Election as Directors," "Executive Compensation - Executive Officers" and 
"Section 16(a) Beneficial Ownership Reporting Compliance" included in the 
Company's Proxy Statement for the Annual Meeting of Stockholders to be held 
on May 21, 1998 (the "Proxy Statement").

                                     11

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by 
reference to the sections entitled "Executive Compensation - Summary 
Compensation Table," "Executive Compensation - Stock Options," "Executive 
Compensation - Compensation Committee Report," "Company Stock Performance," 
"Compensation Committee Interlocks and Insider Participation" and "Election 
of Directors - Directors' Compensation" in the Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by 
reference to the section entitled "Security Ownership" in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by 
reference to the section entitled "Election of Directors - Certain 
Transactions with Management and Others" in the Proxy Statement.

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

(a)  1.   Financial Statements

     The following consolidated financial statements of United Asset
     Management Corporation and report of independent accountants, included on
     pages 44 through 59 of the Annual Report, are incorporated herein by
     reference as a part of this Form 10-K:

<TABLE>
<CAPTION>
                                                               Page(s) in the
     Title                                                     Annual Report
     -----                                                     --------------
<S>                                                           <C>
     Report of Independent Accountants                                59

     Consolidated Balance Sheet as of December 31, 1997 
        and 1996                                                      44

     Consolidated Statement of Operations for each of the   
        three years in the period ended December 31, 1997             45

     Consolidated Statement of Cash Flows for each of the   
        three years in the period ended December 31, 1997             46

     Consolidated Statement of Changes in Stockholders' 
        Equity for each of the three years in the period ended 
        December 31, 1997                                             47

     Notes to Consolidated Financial Statements                      48-58
</TABLE>

                                     12

<PAGE>

     2.   Financial Statement Schedule

     The following consolidated financial statement schedule and report of
     independent accountants are filed as a part of this Form 10-K and are on
     the following pages:

                                                                         Page
                                                                         ----
       Report of Independent Accountants on Financial 
          Statement Schedule                                              F-1

       Schedule VIII  Valuation and Qualifying Accounts for 
                      each of the three years in the period 
                      ended December 31, 1997                             F-3

     All other schedules have been omitted since they are not required, not
     applicable or the information is in the Financial Statements or Notes
     thereto.

     3.   Exhibits

<TABLE>
<CAPTION>
     Exhibit
     Number       Title
     -------      -----
<S>              <C>
(1)    3.1        Restated Certificate of Incorporation of the Registrant.

(2)    3.2        Amended and Restated By-Laws of the Registrant.

(3)    4.1        Specimen Certificate of Common Stock, $.01 par value, of 
                  the Registrant.

(4)    4.2        Agreement to furnish copies of subordinated debt instruments 
                  to the Commission.

       9.0        Not Applicable.

(1)   10.1        Second Amended and Restated Reducing Credit Agreement dated as 
                  of November 18, 1994, among United Asset Management Corporation, 
                  the banks parties thereto, Morgan Guaranty Trust Company of New York,
                  as Agent, and The First National Bank of Boston, as Collateral Agent.

(5)   10.2        Note Purchase Agreement dated as of August 1, 1995.

(5)   10.3        First Amendment and consent dated as of August 1, 1995 to the Second 
                  Amended and Restated Credit Agreement dated as of November 18, 1994.

(6)   10.4        Amended and Restated Credit Agreement dated as of April 19, 1996.

      10.5        Amendment Number 2 to Credit Agreement dated as of 
                  November 14, 1997.          
       
</TABLE>

                                     13

<PAGE>

<TABLE>
<S>              <C>

(7)   10.6        United Asset Management Corporation Profit Sharing and 401(k) Plan dated 
                  as of May 11, 1989 and amended and restated as of November 26, 1990.

(8)   10.7        Revised First Amendment to United Asset Management Corporation Profit
                  Sharing and 401(k) Plan effective as of January 1, 1992.

(8)   10.8        Second Amendment to United Asset Management Corporation Profit Sharing
                  and 401(k) Plan effective as of January 1, 1993.

(1)   10.9        Third Amendment to United Asset Management Corporation Profit Sharing
                  and 401(k) Plan effective as of January 1, 1994.

(9)   10.10       Fourth Amendment to United Asset Management Corporation Profit Sharing
                  and 401(k) Plan effective as of January 1, 1995.

(10)  10.11       Amended and Restated 1994 Stock Option Plan effective as of May 15, 1997.

(9)   10.12       United Asset Management Corporation Deferred Compensation Plan effective
                  January 1, 1994.

(11)  10.13       First Amendment to United Asset Management Corporation Deferred Compensation 
                  Plan effective July 1, 1997.

(12)  10.14       Consulting Agreement between United Asset Management Corporation and David I. 
                  Russell dated as of January 1, 1993. 

(13)  10.15       First Amendment to Consulting Agreement between United Asset Management 
                  Corporation and David I. Russell dated as of June 17, 1996.

      11.1        Calculation of Earnings (Loss) Per Share.

      12.0        Not Applicable.

      13.1        Annual Report to Stockholders for the Year Ended December 31, 1997.

      16.0        Not Applicable.

      18.0        Not Applicable.

      21.1        Subsidiaries of the Registrant.

      22.0        Not Applicable.

      23.1        Consent of Independent Accountants.

      24.0        Not Applicable.
</TABLE>

                                      14

<PAGE>

<TABLE>
<S>              <C>
      27.1        Financial Data Schedules.

      99.1        Cautionary Language Regarding Forward-looking Statements.
</TABLE>

<TABLE>
<CAPTION>
          Notes to Exhibit Listing
          ------------------------
<S>            <C>
          (1)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the 
                year ended December 31, 1994, and incorporated herein by reference.

          (2)   Filed as an Exhibit to the Company's Report on Form 8-K on February 2, 
                1998, and incorporated herein by reference.

          (3)   Filed as an Exhibit to the Company's Form S-1 as filed with the Commission 
                and which became effective on August 22, 1986, and incorporated herein by 
                reference (Registration No. 33-6874).

          (4)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1988, and incorporated herein by reference.

          (5)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the 
                period ended September 30, 1995, and incorporated herein by reference.

          (6)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the 
                period ended March 31, 1996, and incorporated herein by reference.

          (7)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1990, and incorporated herein by reference.

          (8)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1993, and incorporated herein by reference. 

          (9)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1995, and incorporated herein by reference.

         (10)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the 
                period ended June 30, 1997, and incorporated herein by reference.

         (11)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the 
                period ended September 30, 1997, and incorporated herein by reference.

         (12)   Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1992, and incorporated herein by reference.

         (13)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the 
                period ended June 30, 1996, and incorporated herein by reference.
</TABLE>

      Location of Documents Pertaining to Executive Compensation Plans and 
      Arrangements:

<TABLE>
<S>      <C>
     (1)  Amended and Restated 1994 Stock Option Plan effective as of May 15, 1997, 
          Exhibit 10.11 to this Form 10-K.

     (2)  United Asset Management Corporation Deferred Compensation Plan effective 
          January 1, 1994, Exhibit 10.12 to this Form 10-K.
</TABLE>


                                     15

<PAGE>

<TABLE>
<S>      <C>
     (3)  First Amendment to United Asset Management Corporation Deferred Compensation Plan
          effective July 1, 1997, Exhibit 10.13 to this Form 10-K.

     (4)  Consulting Agreement between United Asset Management Corporation and David I. Russell
          dated as of January 1, 1993 - Form 10-K for fiscal year ended December 31, 1992, Exhibit
          10.14 to this Form 10-K.

     (5)  First Amendment to Consulting Agreement between United Asset Management Corporation 
          and David I. Russell dated as of June 17, 1996, Exhibit 10.15 to this Form 10-K.
</TABLE>

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the fourth quarter
     of the fiscal year covered by this report.


                                     16

<PAGE>
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  March 17, 1998                 UNITED ASSET MANAGEMENT CORPORATION
                                      -----------------------------------
                                                             (Registrant)
By /s/ Norton H. Reamer             By /s/ William H. Park
  --------------------------           ----------------------------------
  Norton H. Reamer                     William H. Park
  Chairman of the Board and            Executive Vice President and
  Chief Executive Officer              Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant in the capacities and on the dates indicated.

/s/ Norton H. Reamer 
-------------------------------    Director          March 17, 1998
   (Norton H. Reamer)              

/s/ Harold J. Baxter               
-------------------------------    Director          March 17, 1998
   (Harold J. Baxter)              

/s/ J. Duncan Campbell, Jr.        
-------------------------------    Director          March 17, 1998
   (J. Duncan Campbell, Jr.)       

/s/ John P. Clay                   
-------------------------------    Director          March 17, 1998
   (John P. Clay)                  

/s/ Robert J. Greenebaum           
-------------------------------    Director          March 17, 1998
   (Robert J. Greenebaum)          

/s/ Charles E. Haldeman, Jr.       
-------------------------------    Director          March 17, 1998
   (Charles E. Haldeman, Jr.)      

/s/ Beverly L. Hamilton            
-------------------------------    Director          March 17, 1998 
   (Beverly L. Hamilton)           

/s/ Bryant M. Hanley, Jr.     
-------------------------------    Director          March 17, 1998
   (Bryant M. Hanley, Jr.)         

/s/ Jay O. Light                   
-------------------------------    Director          March 17, 1998
   (Jay O. Light)                  

/s/ John F. McNamara               
-------------------------------    Director          March 17, 1998
   (John F. McNamara)              

/s/ David I. Russell               
-------------------------------    Director          March 17, 1998
   (David I. Russell)              

/s/ Philip Scaturro                
-------------------------------    Director          March 17, 1998
   (Philip Scaturro)               

/s/ John A. Shane                  
-------------------------------    Director          March 17, 1998
   (John A. Shane)                 

/s/ Larry D. Tashjian              
-------------------------------    Director          March 17, 1998
   (Larry D. Tashjian)             

/s/ Barbara S. Thomas              
-------------------------------    Director          March 17, 1998
   (Barbara S. Thomas)             
                                     17

<PAGE>

                         UNITED ASSET MANAGEMENT CORPORATION
                     CALCULATION OF EARNINGS (LOSS) PER SHARE (1)
                       (In thousands, except per-share amounts)

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
                                                   Income         Shares      Per-Share
                                                 (Numerator)   (Denominator)   Amount
---------------------------------------------------------------------------------------
<S>                                              <C>           <C>            <C>
For the Year Ended December 31, 1997
BASIC LOSS PER SHARE
Loss available to common
     shareholders                                $(4,133,000)    69,611,000      $(.06)
                                                                              ---------
                                                                              ---------

EFFECT OF DILUTIVE SECURITIES (2)
Warrants                                                   -              -
Options                                                    -              -
                                                ------------   ------------

DILUTED LOSS PER SHARE
Loss available to common
     shareholders + assumed conversions          $(4,133,000)    69,611,000      $(.06)
                                                ------------   ------------   ---------
                                                ------------   ------------   ---------

---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
For the Year Ended December 31, 1996
BASIC EARNINGS PER SHARE
Income available to common
     shareholders                                $97,822,000     68,515,000      $1.43
                                                                              ---------
                                                                              ---------

EFFECT OF DILUTIVE SECURITIES (2)
Warrants                                                   -      1,556,000
Options                                                    -      1,980,000
                                                ------------   ------------

DILUTED EARNINGS PER SHARE
Income available to common
     shareholders + assumed conversions          $97,822,000     72,051,000      $1.36
                                                ------------   ------------   ---------
                                                ------------   ------------   ---------

---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
For the Year Ended December 31, 1995
BASIC EARNINGS PER SHARE
Income available to common
     shareholders                                $67,256,000     67,985,000      $ .99
                                                                              ---------
                                                                              ---------

EFFECT OF DILUTIVE SECURITIES (2)
Warrants                                                   -      1,288,000
Options                                                    -      1,614,000
                                                ------------   ------------

DILUTED EARNINGS PER SHARE
Income available to common
     shareholders + assumed conversions          $67,256,000     70,887,000    $  .95
                                                ------------   ------------   ---------
                                                ------------   ------------   ---------

---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated in accordance with Statement of Financial Accounting Standards
     No. 128, Earnings per Share, which became effective for financial
     statements issued for annual periods ending after December 15, 1997, with
     prior periods restated.

(2)  Options on 7,013,000, 96,000 and 1,414,000 shares of common stock and
     warrants on 9,350,000, 708,000 and 5,932,000 shares of common stock were
     outstanding during 1997, 1996 and 1995, respectively, but were not included
     in computing diluted earnings (loss) per share in each of these years
     because their effects were antidilutive.



                                      18

<PAGE>

                          UNITED ASSET MANAGEMENT CORPORATION
                            SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
                                                       Jurisdiction of     Financial
Affiliated Firm                                        Organization        Statements
---------------                                        ------------        ----------
<S>                                                    <C>                 <C>
Acadian Asset Management, Inc.                         Massachusetts       Consolidated
Analytic-TSA Global Asset Management, Inc.             California          Consolidated
Barrow, Hanley, Mewhinney & Strauss, Inc.              Nevada              Consolidated
Cambiar Investors, Inc.                                Colorado            Consolidated
The Campbell Group, Inc.                               Delaware            Consolidated
Chicago Asset Management Company                       Delaware            Consolidated
Clay Finlay Inc.                                       New York            Consolidated
Colony Capital Management, Inc.                        Delaware            Consolidated
Cooke & Bieler, Inc.                                   Pennsylvania        Consolidated
Dewey Square Investors Corporation                     Delaware            Consolidated
Dwight Asset Management Company                        Delaware            Consolidated
Expertise Asset Management                             France              Consolidated
Fiduciary Management Associates, Inc.                  Delaware            Consolidated
First Pacific Advisors, Inc.                           Massachusetts       Consolidated
GSB Investment Management, Inc.                        Delaware            Consolidated
Hanson Investment Management Company                   California          Consolidated
Heitman Financial Ltd.                                 Delaware            Consolidated
  Heitman Properties Ltd.(1)                           Illinois            Consolidated
  Heitman Capital Management Corporation               Illinois            Consolidated
Hellman, Jordan Management Company, Inc.               Delaware            Consolidated
HMH Investment Advisors, Inc.                          Delaware            Consolidated
Investment Counselors of Maryland, Inc.                Maryland            Consolidated
Investment Research Company                            Illinois            Consolidated
InvestLink Technologies, Inc.                          New Jersey          Consolidated
Jacobs Asset Management                                Delaware            Consolidated
Tom Johnson Investment Management, Inc.                Massachusetts       Consolidated
L&B Realty Advisors, Inc. (The L&B Group)              Delaware            Consolidated
  L&B Institutional Property Managers, Inc.(2)         Delaware            Consolidated
  L&B Real Estate Counsel                              Texas               Consolidated
Lincluden Management Limited                           Ontario             Consolidated
C.S. McKee & Company, Inc.                             Pennsylvania        Consolidated
Murray Johnstone Limited                               Scotland            Consolidated
Nelson, Benson & Zellmer, Inc.                         Colorado            Consolidated
Northern Capital Management, Inc.                      Wisconsin           Consolidated
NWQ Investment Management Company                      Massachusetts       Consolidated
OSV Partners                                           Delaware            Consolidated
Pacific Financial Research, Inc.                       Massachusetts       Consolidated
Palladyne Asset Management B.V.                        The Netherlands     Consolidated
Pell, Rudman & Co., Inc.                               Delaware            Consolidated
Pilgrim Baxter & Associates, Ltd.                      Delaware            Consolidated
Provident Investment Counsel                           Massachusetts       Consolidated
Rice, Hall, James & Associates                         California          Consolidated
Rogge Global Partners Plc                              United Kingdom      Consolidated
Rothschild/Pell, Rudman & Co., Inc.                    Maryland            Consolidated
J. R. Senecal & Associates Investment Counsel Corp.    Ontario             Consolidated
Sirach Capital Management, Inc.                        Washington          Consolidated
Spectrum Asset Management, Inc.                        Connecticut         Consolidated
Sterling Capital Management Company                    North Carolina      Consolidated
Suffolk Capital Management, Inc.                       Delaware            Consolidated
Thompson, Siegel & Walmsley, Inc.                      Virginia            Consolidated
Thomson Horstmann & Bryant, Inc.                       Delaware            Consolidated
UAM Fund Distributors, Inc.                            Massachusetts       Consolidated
UAM Fund Services, Inc.                                Delaware            Consolidated
UAM Investment Services, Inc.                          Delaware            Consolidated
UAM Retirement Plan Services, Inc.                     Delaware            Consolidated
UAM Shareholder Service Center, Inc.                   Delaware            Consolidated
UAM Trust Company                                      Maryland            Consolidated
United Asset Management (Japan), Inc.                  Delaware            Consolidated
</TABLE>
All of the Registrant's subsidiaries do business under the respective names
indicated above and are wholly owned except for Lincluden Management Limited in
which UAM owns a 49% interest.

(1)  Heitman Properties Ltd. has 41 property management subsidiaries operating
     in the U.S.
(2)  L&B Institutional Property Managers, Inc. has seven property management
     subsidiaries operating in the U.S.

                                          19
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS ON
                                          
                            FINANCIAL STATEMENT SCHEDULE
                                          
                                          
To the Board of Directors
of United Asset Management Corporation


Our audits of the consolidated financial statements referred to in our report
dated February 3, 1998 appearing on page 59 of the 1997 Annual Report to
Stockholders of United Asset Management Corporation (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the Financial Statement Schedule
listed in Item 14(a) of this Form 10-K.  In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.





/s/Price Waterhouse LLP
-----------------------
Price Waterhouse LLP
Boston, Massachusetts
February 3, 1998












                                         F-1


<PAGE>




                          CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectuses 
constituting part of the Registration Statements on Form S-3 (Nos. 33-63350, 
33-52517, 33-57049, 33-64449, 333-11395 and 333-11397) and in the 
Registration Statements on Form S-8 (Nos. 33-10621, 33-21756, 33-34288, 
33-48858, 33-54233 and 33-28981) of United Asset Management Corporation of 
our report dated February 3, 1998 appearing on page 59 of the Annual Report 
to Stockholders which is incorporated in this Annual Report on Form 10-K.  We 
also consent to the incorporation by reference of our report on the Financial 
Statement Schedule, which appears on page F-1 of this Form 10-K.

/s/ Price Waterhouse LLP
------------------------
Price Waterhouse LLP
Boston, Massachusetts
March 25, 1998
















                                         F-2



<PAGE>
                         UNITED ASSET MANAGEMENT CORPORATION
                          VALUATION AND QUALIFYING ACCOUNTS
                                    (In thousands)

<TABLE>
<CAPTION>
                                                 Cost Assigned
                                             to Contracts Acquired                               Accumulated Amortization
                                      ---------------------------------------    ---------------------------------------------------
                         Weighted
             Range of    Average                                                                                           Ending 
             Estimated   Estimated                                                                                         Tax 
             Remaining   Remaining                                                               Charged to                Balance 
             Lives       Lives        Beginning     Additions    Ending          Beginning       Operations     Ending     In Excess
 Firm        (in years)  (in years)   Balance       and Other    Balance         Balance         and Other      Balance    of Book 
------       ----------  ----------   ----------    ---------    ----------      ---------       ----------     --------   ---------
<S>          <C>         <C>          <C>           <C>          <C>             <C>             <C>            <C>        <C>
 1995          
 ----
 HFL           3-21        14        $  212,668     $  7,748     $  220,416       $  1,142       $ 14,678       $ 15,820  $      -
 NWQ           1-10        9             96,076            -         96,076         17,752          8,077         25,829    21,620
 PBA           5-17        15                 -      104,605        104,605              -          4,293          4,293       789
 PIC           3-23        18                 -      347,307        347,307              -         16,309         16,309     5,344
 All Others    1-19        7            638,226       14,682        652,908        253,550         49,835        303,385    76,095
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     $  946,970     $474,342     $1,421,312       $272,444       $ 93,192       $365,636  $103,848
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     ----------     --------     ----------       --------       --------       --------  --------
 1996          
 ----
 HFL           2-20        13        $  220,416     $      -     $  220,416       $ 15,820       $ 14,712       $ 30,532  $  2,621
 PBA           4-16        14           104,605       12,528        117,133          4,293          6,601         10,894     1,129
 PIC           2-22        16           347,307         (167)       347,140         16,309         19,591         35,900     9,102
 All Others    1-18        5            748,984       (6,216)       742,768        329,214         61,031        390,245    91,650
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     $1,421,312     $  6,145     $1,427,457       $365,636       $101,935       $467,571  $104,502
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     ----------     --------     ----------       --------       --------       --------  --------
 1997          
 ----
 PBA           3-15        13        $  117,133     $      -     $  117,133       $ 10,894       $  7,375       $ 18,269  $    510
 PFR           15          15                 -      128,391        128,391              -          4,725          4,725       979
 PIC           1-21        15           347,140       69,021        416,161         35,900         19,596         55,496    12,885
 All Others    1-17        6            963,184      137,098      1,100,282        420,777        244,528(1)     665,305   (53,137)
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     $1,427,457     $334,510     $1,761,967       $467,571       $276,224       $743,795  $(38,763)
                                     ----------     --------     ----------       --------       --------       --------  --------
                                     ----------     --------     ----------       --------       --------       --------  --------
</TABLE>



(1)  Includes the 1997 noncash reduction in value of intangible assets recorded
     to reflect an impairment of the cost assigned to contracts acquired due to
     a projected decline in revenues at two affiliates.













                                         F-3