<PAGE>
                                                           
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                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                           
                                           
                                      FORM 10-Q
                                           

         (MARK ONE)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 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 
incorporation or organization)         Identification Number)

One International Place
Boston, Massachusetts                            02110
(Address of principal executive offices)         (Zip Code)

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

    The number of shares of common stock outstanding as of  August 5, 1997 was
69,831,344.


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<PAGE>



                            PART I - FINANCIAL INFORMATION
                                           

Item 1.  Financial Statements.  (Pages F-1 to F-5)

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.  (Pages F-5 to F-8)

                             PART II - OTHER INFORMATION
                                           
Item 1.  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 2.  Changes in Securities.  
         On May 29, 1997, UAM acquired the assets and business of Pacific
         Financial Research, Inc. ("PFR") pursuant to an Acquisition Agreement
         dated March 19, 1997.  As partial consideration, UAM issued a Warrant
         to PFR to purchase 352,941 shares of Common Stock, $.01 par value, of
         UAM for $34.00 per share, subject to adjustment as provided in the
         Warrant Agreement.  The Warrant is exercisable in whole or in part
         prior to the earlier of (a) the close of business on May 29, 2004 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.

         On June 6, 1997, UAM acquired the assets and business of Thomson
         Horstmann and Bryant, Inc. ("THB") pursuant to an Acquisition
         Agreement dated April 17, 1997.  As partial consideration, UAM issued
         a Warrant to THB to purchase 472,888 shares of Common Stock, $.01 par
         value, of UAM for $31.72 per share, subject to adjustment as provided
         in the Warrant Agreement.  The Warrant is exercisable in whole or in
         part prior to the close of business on June 6, 2004.

         The Warrants and the shares of Common Stock issuable upon exercise
         thereof have not been registered under the Securities Act of 1933, as
         amended, (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,
         restrictive legends.  No commission was paid to any underwriter in
         connection with the issuance of the Warrants.

         In addition, during the second quarter of 1997, UAM issued an
         aggregate of 652,777 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 exercise prices of the
         Warrants ranged from $9.00 to $16.50 per share.

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders. 
    



<PAGE>

         On May 15, 1997, the Company held its Annual Meeting of Stockholders
         at which each of Harold J. Baxter, J. Duncan Campbell, Jr., John P.
         Clay, Robert J. Greenebaum, Beverly L. Hamilton, Bryant M. Hanley,
         Jr., Jay O. Light, John F. McNamara, Norton H. Reamer, David I.
         Russell, Philip Scaturro, John A. Shane, Larry D. Tashjian and Barbara
         S. Thomas were elected as directors to serve until the next Annual
         Meeting.  Each of the directors were elected with the following votes:
         Mr. Baxter, 61,132,082 votes cast for and 604,664 votes withholding
         authority; Mr. Campbell, 61,135,018 votes cast for and 601,728 votes
         withholding authority; Mr. Clay, 61,133,818 votes cast for and 602,928
         votes withholding authority; Mr. Greenebaum, 61,104,569 votes cast for
         and 632,177 withholding authority; Mrs. Hamilton, 61,088,281 votes
         cast for and 648,465 withholding authority; Mr. Hanley, 61,135,421
         votes cast for and 601,325 withholding authority; Mr. Light,
         61,136,121 votes cast for and 600,625 withholding authority; Mr.
         McNamara, 61,004,021 votes cast for and 732,725 withholding authority;
         Mr. Reamer, 61,135,283 votes cast for and 601,463 withholding
         authority;  Mr. Russell, 61,133,831 votes cast for and 602,915
         withholding authority; Mr. Scaturro, 61,136,121 votes cast for and
         600,625 withholding authority; Mr. Shane, 61,135,371 votes cast for
         and 601,375 withholding authority; Mr. Tashjian, 61,136,021 votes cast
         for and 600,725 withholding authority; and Mrs. Thomas, 61,132,671
         votes cast for and 604,075 withholding authority.

         The Company's stockholders approved the Compensation Arrangements for
         Certain Executive Officers with 60,955,766 votes cast for such
         approval, 562,951 votes cast against such approval and 218,029 votes
         abstaining from such approval.

         The Company's stockholders also approved the Company's Amended and
         Restated 1994 Stock Option Plan with 40,538,349 votes cast for such
         approval, 11,227,659 votes cast against such approval, 175,622 votes
         abstaining from such approval and 9,795,116 non votes.

         The Company's stockholders also approved the selection of Price
         Waterhouse LLP as independent accountants of the Company for the
         fiscal year ending December 31, 1997, with 61,091,244 votes cast for
         such approval, 528,308 votes cast against such approval and 117,194
         votes abstaining from such approval.

Item 5.  Other Information.  None

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibit  2     -    Not Applicable
              Exhibit  3     -    Not Applicable
              Exhibit  4     -    Not Applicable
              Exhibit 10     -    Amended and Restated 1994 Stock Option Plan
                                  (effective as of May 15, 1997)
              Exhibit 11     -    Calculation of Earnings Per Share (Page F-9)
              Exhibit 15     -    Not Applicable
              Exhibit 18     -    Not Applicable
              Exhibit 19     -    Not Applicable
              Exhibit 22     -    Not Applicable
              Exhibit 23     -    Not Applicable
              Exhibit 24     -    Not Applicable
              Exhibit 27     -    Financial Data Schedule

         (b)  There have been no reports on Form 8-K filed by the Company for
              the quarter ended June 30, 1997.



<PAGE>
                                       
                                       
                                       
                                  SIGNATURES
                                       
     Pursuant to the requirements 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.


                             UNITED ASSET MANAGEMENT CORPORATION
                                       
                                       

August 6, 1997                /s/ William H. Park
---------------------        ----------------------------
(Date)                       William H. Park
                             Executive Vice President and
                               Chief Financial Officer
         


 
<PAGE>
                         PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
                      UNITED ASSET MANAGEMENT CORPORATION
 
                      CONSOLIDATED STATEMENT OF INCOME
                                 (Unaudited)
 
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED               SIX MONTHS ENDED
                                                            JUNE 30,                        JUNE 30,
                                                 ------------------------------  ------------------------------
<S>                                              <C>             <C>             <C>             <C>
                                                      1997          1996 (1)          1997          1996 (1)
                                                 --------------  --------------  --------------  --------------
Revenues.......................................  $  219,572,000  $  206,665,000  $  435,094,000  $  415,187,000
                                                 --------------  --------------  --------------  --------------
Operating expenses:
  Compensation and related expenses............     107,041,000     100,786,000     212,113,000     202,690,000
  Amortization of cost assigned to contracts
    acquired...................................      25,662,000      24,582,000      50,574,000      53,362,000
  Other operating expenses.....................      35,842,000      34,644,000      70,928,000      67,171,000
                                                 --------------  --------------  --------------  --------------
                                                    168,545,000     160,012,000     333,615,000     323,223,000
                                                 --------------  --------------  --------------  --------------
Operating income...............................      51,027,000      46,653,000     101,479,000      91,964,000
                                                 --------------  --------------  --------------  --------------
Non-operating expenses:
  Interest expense, net........................       8,445,000       9,640,000      16,362,000      20,236,000
  Other amortization...........................         571,000         471,000       1,052,000         930,000
                                                 --------------  --------------  --------------  --------------
                                                      9,016,000      10,111,000      17,414,000      21,166,000
                                                 --------------  --------------  --------------  --------------
Income before income tax expense...............      42,011,000      36,542,000      84,065,000      70,798,000
Income tax expense.............................      17,981,000      15,665,000      35,980,000      30,434,000
                                                 --------------  --------------  --------------  --------------
Net income.....................................  $   24,030,000  $   20,877,000  $   48,085,000  $   40,364,000
                                                 --------------  --------------  --------------  --------------
                                                 --------------  --------------  --------------  --------------
Primary earnings per share (2).................  $          .33  $          .29  $          .66  $          .57
Fully diluted earnings per share (2)...........  $          .33  $          .29  $          .65  $          .56
Dividends declared per share...................  $         .185  $          .16  $          .37  $          .32
                                                 --------------  --------------  --------------  --------------
                                                 --------------  --------------  --------------  --------------
</TABLE>
 
------------------------
 
(1) Restated due to pooling of interests transactions completed in the third
    quarter of 1996.
 
(2) See Note 5 for pro forma earnings per share calculated in accordance with
    Statement of Financial Accounting Standards No. 128, Earnings per Share,
    which will be effective for financial statements for both interim and annual
    periods ending after December 15, 1997.
 
    See Notes to Condensed Consolidated Financial Statements.
 
                                     F-1
<PAGE>
                      UNITED ASSET MANAGEMENT CORPORATION
 
                      CONDENSED CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                   JUNE 30,
                                                                                     1997          DECEMBER 31,
                                                                                 (UNAUDITED)           1996
                                                                               ----------------  ----------------
<S>                                                                            <C>               <C>
Assets
Current assets:
  Cash and cash equivalents..................................................  $    151,625,000  $    248,399,000
  Investment advisory fees receivable........................................       145,374,000       149,843,000
  Other current assets.......................................................        10,869,000        11,713,000
                                                                               ----------------  ----------------
Total current assets.........................................................       307,868,000       409,955,000
Fixed assets, net............................................................        32,645,000        30,297,000
Cost assigned to contracts acquired, net.....................................     1,110,670,000       941,490,000
Other assets.................................................................        51,690,000        48,911,000
                                                                               ----------------  ----------------
Total assets.................................................................  $  1,502,873,000  $  1,430,653,000
                                                                               ----------------  ----------------
                                                                               ----------------  ----------------
Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable and accrued expenses......................................  $    108,309,000  $    113,718,000
  Accrued compensation.......................................................        89,823,000       116,005,000
  Current portion of notes payable...........................................           915,000         3,481,000
                                                                               ----------------  ----------------
Total current liabilities....................................................       199,047,000       233,204,000
Senior notes payable.........................................................       150,000,000       150,000,000
Subordinated notes payable...................................................       547,922,000       457,486,000
Deferred income taxes........................................................        35,875,000        37,719,000
                                                                               ----------------  ----------------
Total liabilities............................................................       932,844,000       878,409,000
                                                                               ----------------  ----------------
Commitments and contingencies
Stockholders' equity:
  Common stock, par value $.01 per share.....................................           703,000           692,000
  Capital in excess of par value.............................................       358,312,000       346,017,000
  Retained earnings..........................................................       220,166,000       217,703,000
                                                                               ----------------  ----------------
                                                                                    579,181,000       564,412,000
  Less treasury shares at cost...............................................        (9,152,000)      (12,168,000)
                                                                               ----------------  ----------------
Total stockholders' equity...................................................       570,029,000       552,244,000
                                                                               ----------------  ----------------
Total liabilities and stockholders' equity...................................  $  1,502,873,000  $  1,430,653,000
                                                                               ----------------  ----------------
                                                                               ----------------  ----------------
</TABLE>
 
    See Notes to Condensed Consolidated Financial Statements.
 
                                     F-2
<PAGE>
                      UNITED ASSET MANAGEMENT CORPORATION
 
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (Unaudited)
 
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED               SIX MONTHS ENDED
                                                             JUNE 30,                        JUNE 30,
                                                  ------------------------------  ------------------------------
<S>                                               <C>             <C>             <C>             <C>
                                                       1997          1996 (1)          1997          1996 (1)
                                                  ------------    ------------    ------------    ------------
Cash flow from operating activities:
  Net income....................................  $ 24,030,000    $ 20,877,000    $ 48,085,000    $ 40,364,000
  Adjustments to reconcile net income to net 
    cash flow from operating activities:
    Amortization of cost assigned to contracts
      acquired..................................    25,662,000      24,582,000      50,574,000      53,362,000
    Depreciation................................     2,459,000       2,105,000       4,835,000       4,111,000
    Other amortization..........................       571,000         471,000       1,052,000         930,000
                                                  ------------    ------------    ------------    ------------
  Net income plus amortization and depreciation.    52,722,000      48,035,000     104,546,000      98,767,000
                                                  ------------    ------------    ------------    ------------
  Changes in assets and liabilities:
    Decrease (increase) in investment advisory 
      fees receivable...........................    (1,684,000)      1,064,000       4,191,000        (540,000)
    Decrease in other current assets............       209,000       1,337,000         912,000       1,311,000
    Increase (decrease) in accounts payable and
      accrued expenses..........................     9,837,000      20,398,000      (4,200,000)     16,751,000
    Increase (decrease) in accrued compensation.    19,718,000      26,113,000     (26,064,000)     (9,649,000)
    Decrease in deferred income taxes...........      (603,000)     (3,339,000)     (1,844,000)     (4,841,000)
                                                  ------------    ------------    ------------    ------------
Net cash flow from operating activities.........    80,199,000      93,608,000      77,541,000     101,799,000
                                                  ------------    ------------    ------------    ------------
Cash flow used in investing activities:
  Cash additions to cost assigned to contracts
    acquired....................................   (67,949,000)        (93,000)   (110,882,000)       (103,000)
  Change in other assets........................    (8,113,000)     (2,154,000)    (11,420,000)     (6,714,000)
                                                  ------------    ------------    ------------    ------------
Net cash flow used in investing activities......   (76,062,000)     (2,247,000)   (122,302,000)     (6,817,000)
                                                  ------------    ------------    ------------    ------------
Cash flow from (used in) financing activities:
  Purchase of treasury shares...................   (25,286,000)    (15,476,000)    (34,829,000)    (29,663,000)
  Reductions in notes payable, net..............      (352,000)     (8,863,000)    (10,515,000)    (10,598,000)
  Issuance or reissuance of equity securities...     8,539,000       8,159,000      18,704,000      17,180,000
  Dividends paid................................   (12,988,000)     (9,750,000)    (24,691,000)    (18,746,000)
                                                  ------------    ------------    ------------    ------------
Net cash flow used in financing activities......   (30,087,000)    (25,930,000)    (51,331,000)    (41,827,000)
                                                  ------------    ------------    ------------    ------------
Effect of foreign exchange rate changes on cash
  flow..........................................       398,000         439,000        (682,000)        (78,000)
                                                  --------------  ------------    ------------    ------------
Net increase (decrease) in cash and cash
  equivalents...................................   (25,552,000)     65,870,000     (96,774,000)     53,077,000
Cash and cash equivalents at beginning of
  period........................................   177,177,000     112,655,000     248,399,000     125,448,000
                                                  ------------    ------------    ------------    ------------
Cash and cash equivalents at end of period......  $151,625,000    $178,525,000    $151,625,000    $178,525,000
                                                  ------------    ------------    ------------    ------------
                                                  ------------    ------------    ------------    ------------
</TABLE>

(1) Restated due to pooling of interests transactions completed in the third
    quarter of 1996.
 
    See Notes to Condensed Consolidated Financial Statements.

 
                                     F-3
<PAGE>
 
                                       




                     UNITED ASSET MANAGEMENT CORPORATION
                                       
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)
                                       
                                       
Note 1

    In the opinion of management, the accompanying unaudited Condensed 
Consolidated Financial Statements contain all adjustments, consisting only of 
normal recurring accruals, necessary to present fairly the financial position 
of the Company and its subsidiaries at June 30, 1997 and their results of 
operations and cash flows for the three- and six-month periods ended June 30, 
1997 and 1996.  These Financial Statements should be read in conjunction with 
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

Note 2

    Accumulated depreciation of fixed assets was $44,875,000 and $40,040,000 
at June 30, 1997 and December 31, 1996, respectively.  The accumulated 
amortization of cost assigned to contracts acquired was $518,145,000 and 
$467,571,000 at June 30, 1997 and December 31, 1996, respectively.

Note 3

    The Company has a systematic program to repurchase shares of its
common stock to meet the requirements for future issuance of shares
upon the exercise of stock options and warrants.  During the
three-month period ended June 30, 1997, the Company repurchased 962,900
shares of its common stock at a cost of $25,286,000 .  For the six
months ended June 30, 1997, common stock repurchases totaled 1,314,300
shares at a cost of $34,829,000.  During the three- and six-month
periods ended June 30, 1997, exercises of warrants and stock options
resulted in the Company extinguishing subordinated notes, receiving
cash proceeds and issuing stock as follows:


                                  Three Months        Six Months
                                     Ended               Ended
                                  June 30, 1997       June 30, 1997
                                 --------------       -------------
Subordinated notes extinguished   $2,475,000           $ 6,848,000   
Cash proceeds received            $8,565,000           $18,730,000
Shares issued                              -             1,129,151
Treasury shares reissued             843,896             1,488,793
                        
    As of June 30, 1997, the Company held 331,553 treasury shares.  In 
addition, 9,342,000 warrants and 7,144,000 stock options were outstanding at 
weighted average exercise prices of $23.00 and $20.75, respectively.

Note 4

    The Company acquired Pacific Financial Research, Inc. and Thomson 
Horstmann and Bryant, Inc. on May 29, 1997 and June 6, 1997, respectively, in 
transactions that have been accounted for as purchases.  Neither transaction 
is material to the Company's Condensed Consolidated Financial Statements.  
During July 1997, the Company established Expertise Asset Management.  In 
addition, the Company signed an agreement to acquire a minority interest in 
Lincluden Management Limited which is expected to close during the third 
quarter of 1997.

                                     F-4


<PAGE>

Note 5

    The Financial Accounting Standards Board issued Statement of Financial 
Accounting Standards No. 128, Earnings per Share (FAS 128), which replaces 
Accounting Principles Board Opinion No. 15.  FAS 128 requires dual 
presentation of basic and diluted earnings per share. This standard is 
effective for financial statements for both interim and annual periods ending 
after December 15, 1997.  Although earlier adoption is prohibited, disclosing 
pro forma earnings per share data in the notes to the financial statements is 
permitted.

    Based on the provisions of FAS 128, pro forma earnings per share
are set forth below:

                             Three Months Ended      Six Months Ended
                                 June 30,                June 30,
                             1997         1996        1997      1996 
                             ----         ----        ----      ----
Basic earnings per share     $.34         $.30        $.69      $.59

Diluted earnings per share   $.33         $.29        $.66      $.56
                                       
                                       
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

    The revenues of UAM's affiliated firms are derived primarily from fees 
for investment advisory services provided to institutional and other clients. 
 Investment advisory fees are generally a function of the overall fee rate 
charged to each account and the level of assets under management by the 
affiliated firms.  A minor portion of revenues is generated when firms 
consummate transactions for client portfolios. Assets under management can be 
affected by the addition of new client accounts or client contributions to 
existing accounts, withdrawals of assets from or terminations of client 
accounts and investment performance, which may depend on general market 
conditions. 

    UAM's assets under management were $192.8 billion as of June 30, 1997, 
$21.4 billion higher than the $171.4 billion under management on March 31, 
1997.  The net $21.4 billion increase in assets under management during the 
quarter resulted from market performance of $19.1 billion and acquired assets 
of $6.2 billion, partially offset by $3.9 billion in negative net client cash 
flow.

AMORTIZATION OF COST ASSIGNED TO CONTRACTS ACQUIRED AND OPERATING CASH
FLOW (NET INCOME PLUS AMORTIZATION AND DEPRECIATION)

    Cost assigned to contracts acquired, net of accumulated amortization, 
represented approximately 74% of the Company's total assets as of June 30, 
1997.  Amortization of cost assigned to contracts acquired, which is a 
non-cash charge, represented 15% of the Company's operating expenses for both 
the three- and six-month periods ended June 30, 1997.  Recording the cost 
assigned to contracts acquired as an asset, with the resulting amortization 
as an operating expense, reflects the application of generally accepted 
accounting principles to acquisitions by UAM of investment management firms 
in transactions accounted for as purchases.  The principal assets acquired 
are the investment advisory contracts which evidence the firms' ongoing 
relationships with their clients.

    Although the contracts acquired are typically terminable on 30-days 
notice, analyses conducted by independent consultants retained by UAM to 
assist the Company in allocating the purchase price among the assets acquired 
and the experience of UAM's firms to date have indicated that:  1) contracts 
are relatively long-lived; 2) the duration of contracts can be reasonably 
estimated; and 3) the value of the cost assigned to contracts acquired can be 
estimated based on the present value of its projected income stream.

                                     F-5


<PAGE>


    The cost assigned to contracts acquired is amortized on a straight-line 
basis over the estimated weighted average useful life of the contracts of 
individual firms acquired.  These lives are estimated through statistical 
analysis of historical patterns of terminations and the size and age of the 
contracts acquired as of the acquisition date.

    When actual terminations differ from the statistical patterns developed, 
or upon the occurrence of certain other events, the Company updates the 
lifing analyses discussed above.  If the update indicates that any of the 
estimates of the average remaining lives should be shortened, the remaining 
cost assigned to contracts acquired will be amortized over the shorter life 
commencing in the year in which the new estimate is determined.  There has 
been no material effect on the Company's financial position or results of 
operations as a result of these updates.

    Cost assigned to contracts acquired is amortized as an operating expense. 
 It does not, however, require the use of cash and therefore, management 
believes that it is important to distinguish this expense from other 
operating expenses in order to evaluate the performance of the Company.  
Amortization of cost assigned to contracts acquired per share referred to 
below has been calculated by dividing total amortization by the same number 
of shares used in the fully diluted earnings-per-share calculation.
    
    For purposes of this discussion, Operating Cash Flow is defined as net 
income plus amortization and depreciation, as reflected in the Company's 
Condensed Consolidated Statement of Cash Flows.  Management uses Operating 
Cash Flow not to the exclusion of net income, but rather as an additional 
important measure of the Company's performance.
                                       
                              OPERATING RESULTS
                                       
                       Three Months Ended June 30, 1997
                                 compared to
                       Three Months Ended June 30, 1996
                                       
    The 1996 results of operations have been restated to reflect the August 
1996 acquisitions of Rogge Global Partners Plc and Clay Finlay Inc., which 
were accounted for as poolings of interests.

    Revenues increased 6% to $219,572,000 for the three months ended June 30, 
1997, from $206,665,000 for the second quarter of 1996.  This increase is the 
result of favorable portfolio performance achieved by UAM's affiliated firms 
as well as the impact of acquisitions, partially offset by the effect of 
negative net client cash flows.  The revenues of J.R. Senecal & Associates 
Investment Counsel Corp., Pacific Financial Research, Inc. and Thomson 
Horstmann and Bryant, Inc. acquired January 7, 1997, May 29, 1997 and June 6, 
1997, respectively, have been included since their acquisition dates.

    Compensation and related expenses together with other operating expenses 
increased 6% to $142,883,000 from $135,430,000, primarily reflecting the 
acquisitions described above and higher operating expenses and compensation 
earned by employees of existing affiliated firms in accordance with revenue 
sharing plans.  Amortization of cost assigned to contracts acquired increased 
4% to $25,662,000 from $24,582,000 as a result of the acquisitions discussed 
above.

    Interest expense decreased from $10,839,000 to $10,365,000 primarily due 
to the decrease in the Company's average debt levels.

    Income before income tax expense increased 15% to $42,011,000 from 
$36,542,000, reflecting the circumstances described above.  The Company's 
estimated annual effective tax rate approximated 43% for both of the 
three-month periods ended June 30, 1997 and 1996.

                                     F-6


<PAGE>

    Net income increased 15% to $24,030,000 from $20,877,000, reflecting the 
factors described above.  Fully diluted earnings per share increased 14% to 
$.33 for the second quarter of 1997 from $.29 in the second quarter of 1996, 
reflecting higher net income and the effect of the Company's common stock 
repurchased, partially offset by the impact of the issuance of shares of 
common stock, the Company's higher common stock price and the hypothetical 
exercise of warrants and stock options on the calculation of earnings per 
share under the modified treasury stock method.  Amortization of cost 
assigned to contracts acquired on a per-share basis was $.35 compared to $.34 
in the second quarter of 1996 primarily due to the circumstances discussed 
above.
                                       
                                       
                        Six Months Ended June 30, 1997
                                 compared to
                        Six Months Ended June 30, 1996
                                       
    The 1996 results of operations have been restated to reflect the 1996 
acquisitions of Rogge Global Partners Plc and Clay Finlay Inc., which have 
been accounted for as poolings of interests. 

    Revenues increased 5% to $435,094,000 for the six months ended June 30, 
1997, from $415,187,000 for the first six months of 1996. This increase is 
the result of favorable portfolio performance achieved by UAM's affiliated 
firms as well as the impact of acquisitions, partially offset by the effect 
of negative net client cash flows.  The revenues of OSV Partners, J.R. 
Senecal & Associates Investment Counsel Corp., Pacific Financial Research, 
Inc., and Thomson Horstmann and Bryant, Inc. acquired April 22, 1996, January 
7, 1997, May 29, 1997 and June 6, 1997, respectively, have been included 
since their acquisition dates.

    Compensation and related expenses together with other operating expenses 
increased 5% to $283,041,000 from $269,861,000, primarily reflecting the 
acquisitions described in the preceding paragraph and higher operating 
expenses and compensation earned at existing affiliates. Amortization of cost 
assigned to contracts acquired decreased 5% from $53,362,000 to $50,574,000 
primarily due to an adjustment made during the first quarter of 1996 to the 
carrying value of a contract with an executive at a UAM affiliate who died in 
March 1996.

    Interest expense decreased from $22,125,000 to $20,139,000 primarily due 
to the decrease in the Company's average debt level.

    Income before income tax expense increased 19% to $84,065,000 from 
$70,798,000, reflecting the net result of the circumstances discussed above.  
The Company's estimated annual effective tax rate approximated 43% for both 
of the six-month periods ended June 30, 1997 and 1996.

    Net income increased 19% to $48,085,000 from $40,364,000, reflecting the 
factors described above.  Fully diluted earnings per share increased 16% to 
$.65 from $.56, reflecting higher net income and the effect of the Company's 
common stock repurchased, partially offset by the impact of the issuance of 
shares of common stock, the Company's higher common stock price and the 
hypothetical exercise of warrants and stock options on the calculation of 
earnings per share under the modified treasury stock method.  Amortization of 
cost assigned to contracts acquired on a per-share basis was $.69 compared to 
$.74 for the first six months of 1996, primarily as a result of the 
acquisitions described above.

    
       CHANGES IN FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES
                                       
    The Company generated $52,722,000 and $104,546,000 in Operating Cash Flow 
(net income plus amortization and depreciation) for the three- and six-month 
periods ended June 30, 1997.  The primary use of this Operating Cash Flow was 
to fund the costs of acquisitions, to repurchase shares of the Company's 
common stock and to pay dividends to shareholders.  The Company invests its 
excess
                                     F-7


<PAGE>

cash in deposits with major banks, money market funds or in 
securities, principally commercial paper of companies with strong credit 
ratings in diversified industries.  As of June 30, 1997, the Company had no 
borrowings outstanding under its $500,000,000 Reducing Revolving Credit 
Agreement.

    Management believes that the Company's existing capital, together with 
Operating Cash Flow and borrowings available under its revolving line of 
credit, will provide the Company with sufficient resources to meet its 
present and reasonably foreseeable future cash needs. Management expects that 
the principal need for financial resources will be to acquire additional 
investment management firms, to fund commitments due or potentially due to 
former owners of affiliated firms, to pay shareholder dividends, and to 
repurchase shares of the Company's common stock, which will require cash, the 
issuance of additional UAM securities, or some combination thereof.  Whether 
the Company ultimately completes additional acquisitions or the timing of 
such acquisitions is not certain.

                                     F-8


<PAGE>


 
                      UNITED ASSET MANAGEMENT CORPORATION
 
                     CALCULATION OF EARNINGS PER SHARE (1)
 
                    (IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                              JUNE 30,              JUNE 30,
                                                                        --------------------  --------------------
<S>                                                                     <C>        <C>        <C>        <C>
                                                                          1997      1996(2)     1997      1996(2)
                                                                        ---------  ---------  ---------  ---------
Common and common equivalent shares:
  Net income..........................................................  $  24,030  $  20,877  $  48,085  $  40,364
  Adjustments thereto(3)..............................................         --         91         --        792
                                                                        ---------  ---------  ---------  ---------
  Adjusted net income.................................................  $  24,030  $  20,968  $  48,085  $  41,156
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
  Average shares outstanding..........................................     69,865     68,726     69,600     68,377
  Adjustments thereto(3)..............................................      2,987      3,726      3,532      4,202
                                                                        ---------  ---------  ---------  ---------
  Shares used in computation..........................................     72,852     72,452     73,132     72,579
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
Per share.............................................................  $     .33  $     .29  $     .66  $     .57
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
Common shares--assuming full dilution:
  Net income..........................................................  $  24,030  $  20,877  $  48,085  $  40,364
  Adjustments thereto(3)..............................................         --         --         --         12
                                                                        ---------  ---------  ---------  ---------
  Adjusted net income.................................................  $  24,030  $  20,877  $  48,085  $  40,376
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
  Average shares outstanding..........................................     69,865     68,726     69,600     68,377
  Adjustments thereto(3)..............................................      3,812      3,834      4,140      4,202
                                                                        ---------  ---------  ---------  ---------
  Shares used in computation..........................................     73,677     72,560     73,740     72,579
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
Per share.............................................................  $     .33  $     .29  $     .65  $     .56
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------
</TABLE>
 
------------------------
 
(1) See Financial Highlights for pro forma earnings per share calculated in
    accordance with Statement of Financial Accounting Standards No. 128,
    Earnings per Share, which will be effective for financial statements for
    both interim and annual periods ending after December 15, 1997.
 
(2) Restated due to pooling of interests transactions completed in the third
    quarter of 1996.
 
(3) Adjustments relate to application of modified treasury stock method.
 
                                     F-9