================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 1999          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)

       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 and non-voting common equity held
by non-affiliates of the registrant was approximately $886 million based on the
last reported sale price of the registrant's common stock on the New York Stock
Exchange composite tape on March 15, 2000.

      The number of shares of Common Stock ($.01 par value) outstanding as of
March 15, 2000 was 56,366,106.

                       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, 1999,
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 18, 2000. Such Report and Proxy Statement, except for the
parts therein that 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, government and union benefit
plans, mutual funds, 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"). 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, 1999, no single client of any Affiliated
Firm provided more than 4% 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
distribution and client service organizations which are available to the
Affiliated Firms to supplement the investment management services they provide.
UAM has also developed an operating partnership concept with the Affiliated
Firms. These are 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: (1) changes in
the market value of securities; (2) net cash flow into or out of existing
accounts; (3) gains of new or losses of existing accounts by specific firms or
segments of the industry; and (4) 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 2000 Directory, $6.4 trillion in assets under management in
accounts of employee benefit plans and endowments within the United States as of
mid-1999, which represents an average compound five-year annual growth rate of
13.5% since mid-1994. The 1999 Directory also reported $15.0 trillion of assets
under management as of mid-1999 at investment advisory firms (including branch
offices) within the United States, which represents an average compound
five-year annual growth rate of 22.3% over the corresponding assets since
mid-1994.

      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 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.

      Competition

      The Affiliated Firms compete to manage domestic and international
investment portfolios for corporate, government and union benefit plans, mutual
funds, individuals, endowments, and foundations. Management believes that the
most important factors affecting competition in the investment management
industry are: (1) the abilities and reputations of investment managers; (2)
stability of a firm's workforce, especially of portfolio managers; (3) an
effective marketing force with broad access to channels of distribution; (4)
differences in the investment performance of


                                       2
<PAGE>

investment management firms; (5) adherence to particular investment styles; (6)
quality of client service; (7) the development of new investment strategies; (8)
resources to invest in information technologies; and (9) public recognition of
trade names in retail markets.

      The Affiliated Firms face many competitors, including public and private
investment advisers, as well as affiliates of securities broker-dealers,
commercial banks, investment banks, and insurance companies. Barriers to entry
are low, and firms in the investment management business are relatively
long-lived.

      Institutional clients typically may terminate investment management
contracts without penalty upon 30-days' notice. Mutual funds typically may
terminate investment management contracts without penalty upon 60-days' notice,
and retail clients may redeem investments in mutual funds at any time.

      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 that 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. As part of its "operating
partnership" with its Affiliated Firms, UAM is providing significantly more
financial and management assistance to its Firms in product development, client
service, marketing operations, technology and other areas. During 1999, the
Company committed more than $20 million to these programs in 18 of its firms.

      In addition, UAM assists Firms in planning for future growth and
management development, particularly with respect to succession planning. The
Company sponsors seminars and meetings for executives from each of the
Affiliated Firms and from UAM that serve as forums for sharing business
information. UAM is also offering more enterprise-wide services to its Firms
such as investment-performance attribution analysis supplied by a leading
provider of analytical services to the investment management industry.

      During 1999, the Company continued to enhance its website, www.uam.com, to
make it a direct, convenient link between UAM's investment professionals and
sophisticated investors. The Company also implemented full transaction
capability on its website for shareholders of UAM Funds.

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

      UAM (Japan) Inc. offers the diverse investment management services of the
Affiliated Firms to the Japanese institutional market. UAM (Japan) has a license
to offer fully discretionary investment management services to Japanese
institutional investors.

      UAM Investment Services, Inc. provides UAM affiliates third-party
marketing, sales and product development in the U.S. and certain European
countries. ISI offers mutual funds, trust portfolios, and individual account
products. These products are offered principally to professional financial
advisors and individuals, banks, and providers of 401(k) services.


                                       3
<PAGE>

      UAM Funds, Inc. and UAM Funds, Inc. II, each a series mutual fund, allow
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, 1999, 25 of the Affiliated Firms managed 49 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.

      UAM Shareholder Service Center, Inc. provides fund shareholders with
product and account information, transaction processing, and transfer agent
services. The center enables Pilgrim Baxter and other UAM Affiliated Firms to
consolidate and enhance shareholder services and marketing activities.

      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. Many 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.

      See Note 7 of the Company's 1999 Annual Report to stockholders (the Annual
Report), which is incorporated herein by reference, for the Company's segment
information.

      Revenue Sharing

      Most of UAM's Affiliated Firms operate 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 pays for all of its business expenses out of its share of
revenues. Each year, the


                                       4
<PAGE>

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. UAM is also modifying its economic
relationship with some of its affiliates to enable the principals to hold equity
in their own firms.

      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.

      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 $8.9 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. Another Affiliated Firm, with $13.8 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: (1) tend to insulate UAM from
the various cycles of market performance for specific asset classes and
individual Firms; (2) permit more than one Affiliated Firm to serve any single
client; and (3) 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, government and union benefit plans, mutual funds, individuals,
endowments, and foundations. As


                                       5
<PAGE>

of December 31, 1999, UAM's Firms had approximately $202.6 billion under
management with an average account size of $32.7 million. The 20 largest clients
of UAM's Affiliated Firms represented 15% of total revenues and the 100 largest
clients represented 29%. Additional information regarding the number of clients
and types and amounts of assets under management is found in the table on page
25 of the Annual Report, which is incorporated herein by reference.

The following table summarizes UAM's asset mix:

<TABLE>
<CAPTION>
                                                          Assets Under Management at December 31,
(in millions)                                      1997                    1998                    1999
                                             ----------------        ----------------          --------------
<S>                                          <C>          <C>        <C>          <C>          <C>        <C>
U.S. Equities                                $123,213      63%       $127,871      63%         $127,869    63%
International Securities                       27,947      14          28,161      14            28,574    14
U.S. Bonds and Cash                            27,164      14          25,999      13            23,561    12
Stable Value                                    8,650       4          10,060       5            13,820     7
Real Estate                                    10,515       5           9,302       5             8,794     4
                                             --------     ---        --------     ---          --------   ---
                                             $197,489     100%       $201,393     100%         $202,618   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 to discuss investment philosophy, management fees
and a variety of other related matters.

      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, while
adding value to the Firm through an operating partnership described below. 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. After acquisition by UAM, Affiliated Firms continue
to operate under their own firm name, with their own leadership and individual
investment philosophy and approach.

      In selecting acquisition candidates, the Company uses selective criteria
for potential transactions. The Company focuses on investment management firms
that will enhance the business of existing affiliates, provide entry to new
channels of distribution, or boost UAM's participation in attractive asset
classes that are currently under-represented among its Firms. UAM is interested
in companies that have pursued their investment philosophy with consistency,
shown a determination and an ability to grow, and developed a second generation
of money managers and leaders. 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: (1) the high value of the firm relative to its
principals' total net worth; (2) the need


                                       6
<PAGE>

for liquidity on the part of the principals; (3) their desire for
diversification and a reduction in their exposure to a single firm's results;
(4) their autonomy after acquisition; and (5) 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 noncompete 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,
and/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."

      To fund acquisitions, the Company utilizes its existing capital, together
with internally generated cash and borrowings available under its $750,000,000
Reducing Revolving Credit Agreement (as more fully described in Note 3 of the
Annual Report, also see Items 8 and 14 of this Form 10-K). Such borrowings are
secured by the stock of the Company's subsidiaries.

      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. Four 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.


                                       7
<PAGE>

      UAM's Affiliated Firms as of December 31, 1999 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>
Chicago Asset Management Company                              Chicago, IL                         October 1983
Colony Capital Management, Inc.                               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 Investors, 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
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
L&B Realty Advisors, Inc.                                     Dallas, TX                          June 1992
NWQ Investment Management Company                             Los Angeles, CA                     October 1992
Tom Johnson Investment Management, Inc.                       Oklahoma City, OK                   December 1992
Pell, Rudman & Co., Inc.                                      Boston, MA                          March 1993
Heitman Financial LLC                                         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                                   Rancho Santa Fe, CA                 February 1994
Suffolk Capital Management, Inc.                              New York, NY                        July 1994
UAM (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
Integra Capital Management Corporation                        Toronto, Ontario                    January 1998
</TABLE>


                                       8
<PAGE>

      Employees

      The UAM holding company has 76 employees, 9 of whom are executive officers
of UAM (see Item 10, Directors and Executive Officers of the Registrant). 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 5 and 7, respectively). At December 31, 1999, the Company, as a whole,
employed 2,189 persons. These numbers exclude 178 individuals who are employed
by the property management subsidiary of L&B Realty Advisors, Inc. and whose
total compensation is billed directly to clients of this affiliate.

      Available Information

      Information about the Company, including copies of its Forms 10-K and 10-Q
filed with the Securities and Exchange Commission, may be obtained without
charge by writing to the Company at One International Place, Boston,
Massachusetts 02110 or reviewing its website at www.uam.com. This information
may also be obtained by contacting the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549 (1-800-SEC-0330).

Item 2. Properties

      UAM's executive offices in Boston, Massachusetts occupy approximately
27,000 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 1999, UAM issued an aggregate of 494,624
shares of its Common Stock, $.01 par value, in reliance on 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 $17.50 to $22.66 per share.


                                       9
<PAGE>

      As of March 15, 1999, there were 348 stockholders of record. The balance
of the information required by this item is incorporated herein by reference to
the "Common Stock Information" on page 47 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 30 and 31 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 26 through 29 of the
Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The Company's primary market risk exposures are in the areas of
interest-rate risk, foreign currency exchange-rate risk, and equity-price risk.

The Company's exposure to interest-rate risk arises from variable-rate and
fixed-rate debt arrangements entered into for other-than-trading purposes. To
mitigate the risks associated with increases in interest rates, the Company has
entered into and plans to continue to enter into interest-rate protection
agreements. The agreement outstanding as of December 31, 1999 extends up to two
years and limits interest rates to an average of 8.4%. Tabular information with
respect to this interest-rate protection agreement has not been presented as the
financial statement impact of such agreement is not considered material.

The table below summarizes the Company's market risks associated with debt
obligations as of December 31, 1999. At Decemer 31, 1999, the Company had
borrowings outstanding of $297,000,000 outstanding under its $750,000,000
Reducing Revolving Credit Agreement (the Credit Agreement). Interest rates
available for amounts outstanding under the Credit Agreement are currently:
prime, 1.875% over 30-day LIBOR or a money market bid option. The recorded cost
of the Senior Notes and Credit Agreement approximates fair value. Due to the
unique nature of each of the subordinated debt instruments issued as
consideration for businesses acquired, an assessment of current fair value is
not practical. In the table, effective interest rates shown for subordinated
debt instruments represent a weighted-average of fixed interest rates attached
to notes having a particular expected year of maturity. The Company intends to
finance the Senior Notes, as well as the subordinated debt that becomes due
which has not been tendered in connection with the exercise of warrants, by
utilizing the Credit Agreement. As such, $25,000,000 of Senior Notes and
$3,349,000 of subordinated notes due in 2000 have been included in the payments
due in 2003, the year the Credit Agreement expires.


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                              Expected Year of Maturity
                                 ---------------------------------------------------------------------------------------
                                    2000          2001           2002           2003           2004         Thereafter
                                 ---------------------------------------------------------------------------------------
<S>                                  <C>       <C>            <C>           <C>             <C>            <C>
Fixed-Rate Subordinated Debt         -         $88,747,000    $51,187,000     $1,413,000    $33,250,000      $3,791,000
Effective interest rate              -               6.28%          6.47%          6.50%          6.09%           6.50%

Fixed-Rate Senior Notes              -         $25,154,000    $25,000,000    $25,000,000    $25,000,000     $25,000,000
Effective interest rate              -               8.92%          8.92%          8.92%          8.92%           8.92%

Fixed-Rate Senior Notes              -                   -    $10,714,000    $10,714,000    $10,714,000    $217,858,000
Effective interest rate              -                   -          8.52%          8.52%          8.52%           8.62%

Variable-Rate Senior Debt            -                   -              -   $328,596,000              -               -
Effective interest rate              -                   -              -          8.44%              -               -
</TABLE>

The Company also has exposure to foreign currency exchange-rate fluctuations for
the cash flows received from its foreign affiliates. This risk is mitigated by
the fact that the operations of its subsidiaries, most of which are located in
the U.K. or Canada, are conducted in their respective local currencies. In
addition, any cash remitted by the foreign affiliates occurs shortly after the
related accounts receivable have been collected, further mitigating this risk.
Currently, the Company does not engage in foreign currency hedging activities as
it does not believe that its foreign currency exchange rate risk is material.

The Company also has equity-price risk as more fully described in the "Industry"
section on page two. This risk is somewhat mitigated by the Company's practice
of participating in revenue sharing with its Affiliates. See page 4 for a
discussion of "Revenue Sharing." The Company does not use any
market-rate-sensitive instruments for trading purposes or otherwise to protect
against this risk.

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 47 of the Annual Report,
"Consolidated Financial Statements" and "Notes to the Consolidated Financial
Statements" on pages 32 through 45 of the Annual Report, and the "Report of
Independent Accountants" on page 46 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," "Executive Officers," and
"Proxy Statement - Section 16(a) Beneficial Ownership Reporting Compliance" in
the Company's Proxy Statement for the Annual Meeting of Stockholders to be held
on May 18, 2000 (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 - Total Option Exercises in 1999 and Year-End Values,"
"Executive Compensation - Option Grants in 1999," "Executive Compensation -
Compensation Committee Report," "Performance Graph," "Compensation Committee
Interlocks and Insider Participation," and "Governance of the Company -
Compensation of Directors" 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 "Ownership of UAM's Common Stock" 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 "Governance of the Company - Related Transactions" 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 32 through 46 of the Annual Report, are incorporated herein by
         reference as a part of this Form 10-K:

                                                                  Page(s) in the
         Title                                                     Annual Report
         -----                                                     -------------

         Report of Independent Accountants.                               46

         Consolidated Balance Sheet as of December 31, 1999
            and 1998.                                                     32

         Consolidated Statement of Operations for each of the
            three years in the period ended December 31, 1999.            33

         Consolidated Statement of Cash Flows for each of the
            three years in the period ended December 31, 1999.            34

         Consolidated Statement of Changes in Stockholders'
            Equity for each of the three years in the period ended
            December 31, 1999.                                            35

         Notes to Consolidated Financial Statements.                 36 - 45


                                       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                     F-1
            Statement Schedule.

         Schedule VIII Valuation and Qualifying Accounts                    F-2
                       for each of the three years in the
                       period ended December 31, 1999.

         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

         Exhibit
         Number              Title
         ------              -----

     (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.

     (5)   10.1              $750,000,000 Amended and Restated Credit Agreement
                             dated as of April 29, 1998.

     (5)   10.2              Undertaking to Furnish Copies of Omitted Exhibits
                             and Schedules to $750,000,000 Amended and Restated
                             Credit Agreement dated as of April 29, 1998.

     (6)   10.3              Amendment No. 1 to Amended and Restated Credit
                             Agreement dated as of August 12, 1998.

     (2)   10.4              Amendment No. 2 and Waiver to Amended and Restated
                             Credit Agreement dated as of December 30, 1998.

     (2)   10.5              Amendment No. 3 and Waiver to Amended and Restated
                             Credit Agreement dated as of January 29, 1999.

     (7)   10.6              Note Purchase Agreement dated as of August 1, 1995.


                                       13
<PAGE>

     (8)   10.7              First Amendment dated as of June 23, 1998 to Note
                             Purchase Agreement dated as of August 1, 1995.

     (6)   10.8              $250,000,000 Note Purchase Agreement dated as of
                             August 12, 1998.

     (6)   10.9              Undertaking to Furnish Copies of Omitted Exhibits
                             and Schedules to $250,000,000 Note Purchase
                             Agreement dated as of August 12, 1998.

     (9)   10.10             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.

     (10)  10.11             Revised First Amendment to United Asset Management
                             Corporation Profit Sharing and 401(k) Plan
                             effective as of January 1, 1992.

     (10)  10.12             Second Amendment to United Asset Management
                             Corporation Profit Sharing and 401(k) Plan
                             effective as of January 1, 1993.

     (1)   10.13             Third Amendment to United Asset Management
                             Corporation Profit Sharing and 401(k) Plan
                             effective as of January 1, 1994.

     (11)  10.14             Fourth Amendment to United Asset Management
                             Corporation Profit Sharing and 401(k) Plan
                             effective as of January 1, 1995.

           10.15             Fifth Amendment to United Asset Management
                             Corporation Profit Sharing and 401(k) Plan
                             effective as of January 1, 2000.

     (12)  10.16             United Asset Management Corporation Amended and
                             Restated 1994 Stock Option Plan (as further amended
                             and restated as of March 31, 1999).

     (2)   10.17             United Asset Management Corporation Stock Option
                             Deferral Plan effective December 29, 1998.

     (11)  10.18             United Asset Management Corporation Deferred
                             Compensation Plan effective January 1, 1994.

     (13)  10.19             First Amendment to United Asset Management
                             Corporation Deferred Compensation Plan effective
                             July 1, 1997.

           10.20             Second Amended and Restated Consulting Agreement by
                             and between United Asset Management Corporation and
                             David I. Russell as of January 1, 2000.

     (5)   10.21             Employment Agreement between United Asset
                             Management Corporation and Charles E. Haldeman, Jr.
                             dated March 1, 1998.

           10.22             First Amendment dated November 29, 1999 to
                             Employment Agreement between United Asset
                             Management Corporation and Charles E. Haldeman, Jr.


                                       14
<PAGE>


           10.23             Salary Continuation Plan

     (14)  10.24             Forms of Agreements with Certain Employees.

           11.1              Calculation of Earnings (Loss) Per Share.

           12.0              Not applicable.

           13.1              Annual Report to Stockholders for the Year Ended
                             December 31, 1999.

           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.

           27.1              Financial Data Schedules.

           99.1              Risk Factors.

      Notes to Exhibit Listing

      (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 Annual Report on Form 10-K for
            the year ended December 31, 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 March 31, 1998, and incorporated herein by
            reference.

      (6)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
            for the period ended September 30, 1998, and incorporated herein by
            reference.

      (7)   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.

      (8)   Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
            for the period ended June 30, 1998, and incorporated herein by
            reference.


                                       15
<PAGE>

      (9)   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.

      (10)  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.

      (11)  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.

      (12)  Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
            for the period ended March 31, 1999, and incorporated herein by
            reference.

      (13)  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.

      (14)  Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
            for the period ended September 30, 1999, and incorporated herein by
            reference.

      Location of Documents Pertaining to Executive Compensation Plans and
      Arrangements:

      (1)   United Asset Management Corporation Amended and Restated 1994 Stock
            Option Plan (as further amended and restated as of March 31, 1999),
            Exhibit 10.16 to this form 10-K.

      (2)   United Asset Management Corporation Stock Option Deferral Plan
            effective December 29, 1998, Exhibit 10.17 to this Form 10-K.

      (3)   United Asset Management Corporation Deferred Compensation Plan
            effective January 1, 1994, Exhibit 10.18 to this Form 10-K.

      (4)   First Amendment to United Asset Management Corporation Deferred
            Compensation Plan effective July 1, 1997, Exhibit 10.19 to this Form
            10-K.

      (5)   Second Amended and Restated Consulting Agreement by and between
            United Asset Management Corporation and David I. Russell as of
            January 1, 2000, Exhibit 10.21 to this form 10-K.

      (6)   Employment Agreement between United Asset Management Corporation and
            Charles E. Haldeman, Jr. dated March 1, 1998, Exhibit 10.22 to this
            Form 10-K.

      (7)   Amendment dated November 29, 1999 to Employment Agreement between
            United Asset Management Corporation and Charles E. Haldeman, Jr.,
            Exhibit 10.23 to this Form 10-K.

      (8)   Salary Continuation Plan, Exhibit 10.24 to this Form 10-K.

      (9)   Forms of Agreement with Certain Employees, Exhibit 10.25 to this
            form 10-K.


                                       16
<PAGE>

(b)   Reports on Form 8-K

      A report on Form 8-K was filed on November 29, 1999. The items reported
      and financial statements and exhibits were as follows:

      Item 5. Other Events

              On November 29, 1999, the Company published a press release in the
              form of Exhibit 99.1.

      Item 7. Financial Statements and Exhibits

              (c)   Exhibits

                    99.1  Press Release of United Asset Management Corporation
                          Dated November 29, 1999.


                                       17
<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, 2000                        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
---------------------------------
      (Norton H. Reamer)               Director                March 17, 2000


/s/ Harold J. Baxter
---------------------------------
      (Harold J. Baxter)               Director                March 17, 2000


/s/ Francis Finlay
---------------------------------
      (Francis Finlay)                 Director                March 17, 2000


/s/ Robert J. Greenebaum
---------------------------------
      (Robert J. Greenebaum)           Director                March 17, 2000


/s/ Beverly L. Hamilton
---------------------------------
      (Beverly L. Hamilton)            Director                March 17, 2000


/s/ George E. Handtmann, III
---------------------------------
      (George E. Handtmann, III)       Director                March 17, 2000


/s/ Jay O. Light
---------------------------------
      (Jay O. Light)                   Director                March 17, 2000


/s/ David I. Russell
---------------------------------
      (David I. Russell)               Director                March 17, 2000


/s/ Philip Scaturro
---------------------------------
      (Philip Scaturro)                Director                March 17, 2000


/s/ John A. Shane
---------------------------------
      (John A. Shane)                  Director                March 17, 2000


/s/ Barbara S. Thomas
---------------------------------
      (Barbara S. Thomas)              Director                March 17, 2000


                                       18
<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 2, 2000 appearing in the 1999 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)(2) 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/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 2, 2000


                                       F-1
<PAGE>

                                                                   Schedule VIII

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

<TABLE>
<CAPTION>
                                                            Cost Assigned
                                                        to Contracts Acquired
                                             -----------------------------------------------
                              Weighted
                Range of      Average
                Estimated     Estimated
                Remaining     Remaining
                Lives         Lives          Beginning         Additions        Ending
Firm            (in years)    (in years)     Balance           and Other        Balance
----            ----------    ----------     ---------         ---------        -------
<S>                <C>            <C>          <C>              <C>               <C>
1997
----
PBA                3-15           13           $  117,133       $       -         $  117,133
PFR                 15            15                    -         128,391            128,391
PIC                1-21           15              347,140          69,021            416,161
All Others         1-17            6              963,184         (98,610)           864,574
                                            --------------    ------------     --------------
                                               $1,427,457       $  98,802         $1,526,259
                                            ==============    ============     ==============
1998
----
PBA                2-14           12           $  117,133       $       -         $  117,133
PFR                 14            14              128,391              34            128,425
PIC                1-20           14              416,161          (1,828)           414,333
All Others         1-16            6              864,574           5,971            870,545
                                            --------------    ------------     --------------
                                               $1,526,259       $   4,177         $1,530,436
                                            ==============    ============     ==============
1999
----
PBA                1-13           11           $  117,133       $       -         $  117,133
PFR                 13            13              128,425             (50)           128,375
PIC                1-19           13              414,333               -            414,333
All Others         1-15            5              870,545          11,478            882,023
                                            --------------    ------------     --------------
                                               $1,530,436       $  11,428         $1,541,864
                                            ==============    ============     ==============

<CAPTION>
                                       Accumulated Amortization
                      ------------------------------------------------------------

                                                                        Ending
                                                                        Tax
                                       Charged to                       Balance
                      Beginning        Operations       Ending          In Excess
Firm                  Balance          and Other        Balance         of Book
----                  ---------        ----------       -------         ---------
<S>                     <C>             <C>             <C>             <C>
1997
----
PBA                     $ 10,894        $   7,375       $  18,269       $     510
PFR                            -            4,725           4,725             979
PIC                       35,900           19,596          55,496          12,885
All Others               420,777            8,820         429,597         (53,137)
                     ------------     ------------    ------------     -----------
                        $467,571        $  40,516       $ 508,087       $ (38,763)
                     ============     ============    ============     ===========
1998
----
PBA                     $ 18,269        $   7,351       $  25,620       $     409
PFR                        4,725            8,018          12,743           1,517
PIC                       55,496           23,807          79,303          16,707
All Others               429,597           51,358         480,955         (60,044)
                     ------------     ------------    ------------     -----------
                        $508,087        $  90,534       $ 598,621       $ (41,411)
                     ============     ============    ============     ===========
1999
----
PBA                     $ 25,620        $   7,361       $  32,981       $     800
PFR                       12,743            8,020          20,763           2,052
PIC                       79,303           24,459         103,762          20,770
All Others               480,955           61,949         542,904         (63,548)
                     ------------     ------------    ------------     -----------
                        $598,621        $ 101,789       $ 700,410       $ (39,926)
                     ============     ============    ============     ===========
</TABLE>


                                      F-2