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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC  20549

   
                                    FORM 10-K/A
                                    AMENDMENT #1
    
          (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. 
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                             EXPLANATORY NOTE

     The undersigned Registrant hereby files this Amendment No. 1 to its 
Annual Report. Only Item 14 - Exhibits, Financial Statement Schedules, and 
Reports on Form 8-K is being filed herewith on Form 10-K for the fiscal year 
ended December 31, 1997, to correct the Consolidated Statement of Operations 
(Exhibit 13.1.5) for the amount of the 1997 amortization of cost assigned to 
contracts acquired and the amount of the 1995 other operating expenses, as 
well as the 1996 second quarter closing stock price per the Common Stock 
Information (Exhibit 13.1.10) which were changed due to a technical error 
by outside financial printers that occurred in the EDGAR filing thereof.

    
                                  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

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     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

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<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

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<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>

   
         * Filed as an Exhibit to the Company's Annual Report on Form 10-K 
           for the year ended December 31, 1997, previously filed on 
           March 25, 1998, and incorporated herein by reference.
    

      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

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<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:  April 29, 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          April 29, 1998
   (Norton H. Reamer)              

/s/ Harold J. Baxter               
-------------------------------    Director          April 29, 1998
   (Harold J. Baxter)              

/s/ J. Duncan Campbell, Jr.        
-------------------------------    Director          April 29, 1998
   (J. Duncan Campbell, Jr.)       

/s/ John P. Clay                   
-------------------------------    Director          April 29, 1998
   (John P. Clay)                  

/s/ Robert J. Greenebaum           
-------------------------------    Director          April 29, 1998
   (Robert J. Greenebaum)          

/s/ Charles E. Haldeman, Jr.       
-------------------------------    Director          April 29, 1998
   (Charles E. Haldeman, Jr.)      

/s/ Beverly L. Hamilton            
-------------------------------    Director          April 29, 1998 
   (Beverly L. Hamilton)           

/s/ Bryant M. Hanley, Jr.     
-------------------------------    Director          April 29, 1998
   (Bryant M. Hanley, Jr.)         

/s/ Jay O. Light                   
-------------------------------    Director          April 29, 1998
   (Jay O. Light)                  

/s/ John F. McNamara               
-------------------------------    Director          April 29, 1998
   (John F. McNamara)              

/s/ David I. Russell               
-------------------------------    Director          April 29, 1998
   (David I. Russell)              

/s/ Philip Scaturro                
-------------------------------    Director          April 29, 1998
   (Philip Scaturro)               

/s/ John A. Shane                  
-------------------------------    Director          April 29, 1998
   (John A. Shane)                 

/s/ Larry D. Tashjian              
-------------------------------    Director          April 29, 1998
   (Larry D. Tashjian)             

/s/ Barbara S. Thomas              
-------------------------------    Director          April 29, 1998
   (Barbara S. Thomas)             
                                     17