<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          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 PERIOD ENDED MARCH 31, 1997             OR

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

    FOR THE TRANSITION PERIOD FROM                  TO
    Commission File Number 1-9215


                     -------------------------------------------

                         UNITED ASSET MANAGEMENT CORPORATION
                (Exact name of registrant as specified in its charter)

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

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

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

    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 May 1, 1997 was 
69,719,390.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                            PART I - FINANCIAL INFORMATION

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

Item 2.  Management's Discussion and Analysis of Financial Condition and  
         Results of Operations.  (Page F-5 to F-7)

                             PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         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 advise 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 nor its consolidated
         cash flows.

Item 2.  Changes in Securities.
         On February 28, 1997, UAM issued Warrants to the former owners of 
         Pilgrim Baxter & Associates, resulting from a contingent payment 
         earned as specified in the Acquisition agreement dated February 3, 
         1995.  Warrants to purchase 271,739 shares of Common Stock, $.01 par 
         value, of UAM for $23.00 per share, were issued and may be exercisable
         in whole or in part prior to the earlier of (a) February 28, 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.

         The Warrants and the shares of Common Stock issuable upon exercise 
         thereof have not been registered under the Securities Act of 1933, as 
         amended, 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 first quarter of 1997, UAM issued an 
         aggregated of 508,070 shares of Common Stock, $.01 par value, pursuant
         to Section 4(2) of the Securities Act of 1933 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 $8.25 to $22.65 per 
         share.

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders.  None

Item 5.  Other Information.  None

Item 6   Exhibits and Reports on Form 8-K

         (a)  Exhibit 2 - Not Applicable
              Exhibit 3 - Amended and restated By-Laws(effective 
                          as of March 18, 1997)
              Exhibit 4 - Not Applicable

<PAGE>

              Exhibit 10 - Not Applicable
              Exhibit 11 - Calculation of Earnings Per Share (Page F-8)
              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 March 31,1997.

                                 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

May 5, 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 March 31,                                 1997          1996(1)   
--------------------------------------------------------------------------------------
<S>                                                       <C>            <C>         
Revenues                                                  $215,522,000   $208,522,000
--------------------------------------------------------------------------------------
Operating expenses:
    Compensation and related expenses                      105,072,000    101,904,000
    Amortization of cost assigned to contracts acquired     24,912,000     28,780,000
    Other operating expenses                                35,086,000     32,527,000
--------------------------------------------------------------------------------------
                                                           165,070,000    163,211,000
--------------------------------------------------------------------------------------
Operating income                                            50,452,000     45,311,000
--------------------------------------------------------------------------------------
Non-operating expenses:
    Interest expense, net                                    7,917,000     10,596,000
    Other amortization                                         481,000        459,000
--------------------------------------------------------------------------------------
                                                             8,398,000     11,055,000
--------------------------------------------------------------------------------------
Income before income tax expense                            42,054,000     34,256,000
Income tax expense                                          17,999,000     14,769,000
--------------------------------------------------------------------------------------
Net income                                                $ 24,055,000   $ 19,487,000
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Primary earnings per share (2)                                   $ .33           $.28
Fully diluted earnings per share (2)                             $ .33           $.27
Dividends declared per share                                     $.185           $.16
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
</TABLE>


(1) Restated due to pooling of interests transactions completed in the third
    quarter of 1996 and the two-for-one common stock split effective June 7,
    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>

------------------------------------------------------------------------------------------
                                                       March 31,             December 31,
                                                         1997                    1996    
                                                     (Unaudited)                         
------------------------------------------------------------------------------------------
<S>                                               <C>                      <C>           
Assets
Current assets:
    Cash and cash equivalents                    $  177,177,000           $  248,399,000 
    Investment advisory fees receivable             143,589,000              149,843,000 
    Other current assets                             11,068,000               11,713,000 
------------------------------------------------------------------------------------------
Total current assets                                331,834,000              409,955,000 
Fixed assets, net                                    31,042,000               30,297,000 
Cost assigned to contracts acquired, net            958,678,000              941,490,000 
Other assets                                         48,018,000               48,911,000 
------------------------------------------------------------------------------------------
Total assets                                     $1,369,572,000           $1,430,653,000 
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable and accrued expenses        $   99,130,000           $  113,718,000 
    Accrued compensation                             70,059,000              116,005,000 
    Current portion of notes payable                  1,217,000                3,481,000 
------------------------------------------------------------------------------------------
Total current liabilities                           170,406,000              233,204,000 
Senior notes payable                                150,000,000              150,000,000 
Subordinated notes payable                          445,274,000              457,486,000 
Deferred income taxes                                36,478,000               37,719,000 
------------------------------------------------------------------------------------------
Total liabilities                                   802,158,000              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                  352,659,000              346,017,000 
    Retained earnings                               219,814,000              217,703,000 
------------------------------------------------------------------------------------------
                                                    573,176,000              564,412,000 

    Less treasury shares at cost                     (5,762,000)             (12,168,000)
------------------------------------------------------------------------------------------
Total stockholders' equity                          567,414,000              552,244,000 
------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity       $1,369,572,000           $1,430,653,000 
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>


                                     F-2


See Notes to Condensed Consolidated Financial Statements. 

<PAGE>

                         UNITED ASSET MANAGEMENT CORPORATION

                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,                                                1997                    1996(1)  
--------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                      <C>          
Cash flow from (used in) operating activities:
    Net income                                                         $ 24,055,000             $ 19,487,000 
    Adjustments to reconcile net income to net cash flow
       from operating activities:
       Amortization of cost assigned to contracts acquired               24,912,000               28,780,000 
       Depreciation                                                       2,376,000                2,006,000 
       Other amortization                                                   481,000                  459,000 
--------------------------------------------------------------------------------------------------------------
    Net income plus amortization and depreciation                        51,824,000               50,732,000 
    Changes in assets and liabilities:
       Decrease (increase) in investment advisory fees receivable         5,875,000               (1,604,000)
       Decrease (increase) in other current assets                          703,000                  (26,000)
       Decrease in accounts payable and accrued expenses                (14,037,000)              (3,647,000)
       Decrease in accrued compensation                                 (45,782,000)             (35,762,000)
       Decrease in deferred income taxes                                 (1,241,000)              (1,502,000)
--------------------------------------------------------------------------------------------------------------
Net cash flow from (used in) operating activities                        (2,658,000)               8,191,000 
--------------------------------------------------------------------------------------------------------------
Cash flow used in investing activities:
    Cash additions to cost assigned to contracts acquired               (42,933,000)                 (10,000)
    Change in other assets                                               (3,307,000)              (4,560,000)
--------------------------------------------------------------------------------------------------------------
Net cash flow used in investing activities                              (46,240,000)              (4,570,000)
--------------------------------------------------------------------------------------------------------------
Cash flow from (used in) financing activities:
    Purchase of treasury shares                                          (9,543,000)             (14,187,000)
    Reductions in notes payable, net                                    (10,163,000)              (1,735,000)
    Issuance or reissuance of equity securities                          10,165,000                9,021,000 
    Dividends paid                                                      (11,703,000)              (8,996,000)
--------------------------------------------------------------------------------------------------------------
Net cash flow used in financing activities                              (21,244,000)             (15,897,000)
--------------------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash flow                     (1,080,000)                (517,000)
--------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                               (71,222,000)             (12,793,000)
Cash and cash equivalents at beginning of quarter                       248,399,000              125,448,000 
--------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of quarter                            $177,177,000             $112,655,000 
--------------------------------------------------------------------------------------------------------------

</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 March 31, 1997 and their results of
operations and cash flows for the three months ended March 31, 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 $42,416,000 and $40,040,000 at
March 31, 1997 and December 31, 1996, respectively.  The accumulated
amortization of cost assigned to contracts acquired was $492,483,000 and
$467,571,000 at March 31, 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 March 31,
1997, the Company repurchased 351,400 shares of its common stock at a cost of
$9,543,000.  During the same period ended March 31, 1997, exercises of warrants
and stock options resulted in the Company extinguishing subordinated notes,
receiving cash proceeds and issuing stock as follows:



                                                             Three Months
                                                                Ended
                                                            March 31, 1997
                                                            --------------

         Subordinated notes extinguished                       $ 4,373,000
         Cash proceeds received                                $10,165,000
         Shares issued                                           1,129,151
         Treasury shares reissued                                  644,897


    As of March 31, 1997, the Company held 212,549 treasury shares.  In
addition, 9,169,000 warrants and 6,901,000 stock options were outstanding at
weighted average exercise prices of $21.25 and $20.15, respectively.

Note 4

    The Company acquired J.R. Senecal & Associates Investment Counsel Corp. on
January 7, 1997 in a transaction that has been accounted for as a purchase. 
Also during the quarter, the Company signed an agreement to acquire Pacific
Financial Research, Inc.  Neither transaction is material to the Company's
Condensed Consolidated Financial Statements.


                                         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 required 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 is set
forth below:

                                                      Three Months Ended
                                                           March 31,
                                                      1997        1996
                                                      ----        ----

         Basic earnings per share                     $.35        $.29

         Diluted earnings per share                   $.33        $.27

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

    The revenues of UAM's affiliated firms are derived 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 $171.4 billion as of March 31, 1997,
slightly higher than the $171.0 billion under management on December 31, 1996. 
During the first quarter of 1997, a completed acquisition added $4.6 billion in
assets under management and market performance subtracted $3.0 billion.  In
addition, negative net client cash flow during the quarter was $1.2 billion,
representing an improvement over the prior two quarters.

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 70% of the Company's total assets as of March 31,
1997.  Amortization of coast assigned to contracts acquired, which is a non-cash
charge, represented 15% of the Company's operating expenses for the three months
ended March 31, 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 usually
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 MARCH 31, 1997
                                     COMPARED TO
                          THREE MONTHS ENDED MARCH 31, 1996

    The 1996 results of operations have been restated to reflect the
two-for-one common stock split effective June 7, 1996 and the August 1996
acquisitions of Rogge Global Partners Plc and Clay Finlay Inc., which were
accounted for as poolings of interests transactions.

    Revenues increased 3% to $215,522,000 for the three months ended March 31,
1997, from $208,522,000 for the first quarter of 1996.  This increase is the
result of the overall increase in revenues due to positive portfolio performance
achieved by UAM's affiliated firms as well as acquisition activity, partially
offset by the effect of negative net client cash flows.  The revenues of OSV
Partners and J.R. Senecal & Associates Investment Counsel Corp. acquired April
22, 1996 and January 7, 1997, respectively, have been included since their
acquisition dates.

    Compensation and related expenses together with other operating expenses
increased 4% to $140,158,000 from $134,431,000 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 decreased
13% from $28,780,000 to $24,912,000 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 $11,286,000 to $9,776,000, primarily due to
the decrease in the Company's average debt levels.

    Income before income tax expense increased 23% to $42,054,000 from
$34,256,000, reflecting the circumstances described above.  The Company's
estimated annual effective tax rate approximated 43% for both of the
three-months periods ended March 31, 997 and 1996.


                                         F-6

<PAGE>

    Net income increased 23% to $24,055,000 from $19,487,000 reflecting the net
results of the events discussed above.  Fully diluted earnings per share
increased 22% to $.33 for the first quarter of 1997 from $.27 in the first
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 $.34 compared to
$.40 in the first quarter of 1996 primarily due to the circumstances discussed
above.


           CHANGES IN FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES

    The Company generated $51,824,000 in Operating Cash Flow (net income plus
amortization and depreciation) for the three months ended March 31, 1997.  The
primary use of this Operating Cash Flow was to fund the costs of acquisitions,
to pay dividends to shareholders and to repurchase shares of the Company's
common stock.  The Company invests its excess 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 march 31, 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
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-7


<PAGE>

                         UNITED ASSET MANAGEMENT CORPORATION
                                                                      Exhibit 11
                        CALCULATION OF EARNINGS PER SHARE (1)
                       (In thousands, except per-share amounts)
                                     (Unaudited)


--------------------------------------------------------------------------------
Three Months Ended March 31,                         1997               1996(2)
--------------------------------------------------------------------------------
Common and common equivalent shares:
    Net income                                  $  24,055          $  19,487 
    Adjustments thereto (3)                             -                611 
--------------------------------------------------------------------------------
    Adjusted net income                         $  24,055          $  20,098 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

    Average shares outstanding                     69,332             67,847 
    Adjustments thereto (3)                         4,109              4,782 
--------------------------------------------------------------------------------
    Shares used in computation                     73,441             72,629 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Per share                                            $.33               $.28 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common shares  - assuming full dilution:
    Net income                                  $  24,055          $  19,487 
    Adjustments thereto (3)                             -                220 
--------------------------------------------------------------------------------
    Adjusted net income                         $  24,055          $  19,707 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

    Average shares outstanding                     69,332             67,847 
    Adjustments thereto (3)                         4,109              4,782 
--------------------------------------------------------------------------------
    Shares used in computation                     73,441             72,629 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Per share                                            $.33               $.27 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1) 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.
(2) Restated due to pooling of interests transactions completed in the third
    quarter of 1996 and the two-for-one common stock split effective June 7,
    1996.
(3) Adjustments relate to application of modified treasury stock method. 


                                         F-8