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               UNITED ASSET MANAGEMENT CORPORATION

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                      AMENDED AND RESTATED
                            BY-LAWS
                (effective as of March 18, 1997)


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                           ARTICLE I

                            OFFICES

            Section 1.  The registered office shall be in the City of  
Wilmington,County of New Castle, State of Delaware.

            Section 2.  The corporation may also have offices at such other 
places both within and without the State of Delaware as the board of 
directors may from time to time determine or the business of the corporation 
may require.

                           ARTICLE II
                    MEETINGS OF STOCKHOLDERS

            Section 1.  All meetings of the stockholders for the election of 
directors shall be held in the City of Boston, State of Massachusetts, at 
such place as may be fixed from time to time by the board of directors, or at 
such other place either within or without the State of Delaware as shall be 
designated from time to time by the board of directors and stated in the 
notice of the meeting. Meetings of stockholders for any other purpose may be 
held at such time and place, within or without the State of Delaware, as 
shall be stated in the notice of the meeting or in a duly executed waiver of 
notice thereof.

            Section 2.  Annual meetings of stockholders, commencing with the 
year 1981, shall be held on the second Wednesday of May if not a legal 
holiday,and if a legal holiday, then on the next secular day following, at 
10:00 A.M., or at such other date and time as shall

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be designated from time to time by the board of directors and stated in the 
notice of the meeting, at which they shall elect by a plurality vote a board 
of directors, and transact such other business as may properly be brought 
before the meeting.

            Section 3.  Written notice of the annual meeting stating the 
place, date and hour of the meeting shall be given to each stockholder 
entitled to vote at such meeting not less than ten nor more than sixty days 
before the date of the meeting.

            Section 4.  The officer who has charge of the stock ledger of the 
corporation shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten days prior to the meeting, either at a place within 
the city where the meeting is to be held, which place shall be specified in 
the notice of the meeting, or, if not so specified, at the place where the 
meeting is to be held.  The list shall also be produced and kept at the time 
and place of the meeting during the whole time thereof, and may be inspected 
by any stockholder who is present.

            Section 5.  Special meetings of the stockholders, for any purpose 
or purposes, unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the president and shall be called by the 
president or secretary at the request in writing of a majority of the board 
of directors, or at the request in writing of stockholders owning a majority 
in amount of the entire capital stock of the corporation issued and 
outstanding and entitled to vote.  Such request shall state the purpose or 
purposes of the proposed meeting.

            Section 6.  Written notice of a special meeting stating the 
place, date and hour of the meeting and the purpose or purposes for which the 
meeting is called, shall be given not less than ten nor more than sixty days 
before the date of the meeting, to each stockholder entitled to vote at such 
meeting.


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            Section 7.  Business transacted at any special meeting of 
stockholders shall be limited to the purposes stated in the notice.

            Section 8.  The holders of a majority of the stock issued and 
outstanding and entitled to vote thereat, present in person or represented by 
proxy, shall constitute a quorum at all meetings of the stockholders for the 
transaction of business except as otherwise provided by statute or by the 
certificate of incorporation.  If, however, such quorum shall not be present 
or represented at any meeting of the stockholders, the stockholders entitled 
to vote thereat, present in person or represented by proxy, shall have power 
to adjourn the meeting from time to time, without notice other than 
announcement at the meeting, until a quorum shall be present or represented.  
At such adjourned meeting at such a quorum shall be present or represented 
any business may be transacted which might have been transacted at the 
meeting as originally notified.  If the adjournment is for more than thirty 
days, or if after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall be given to each 
stockholder of record entitled to vote at the meeting.

            Section 9.  When a quorum is present at any meeting, the vote of 
the holders of a majority of the stock having voting power present in person 
or represented by proxy shall decide any question brought before such 
meeting, unless the question is one upon which by express provision of the 
statutes or of the certificate of incorporation, a different vote is required 
in which case such express provision shall govern and control the decision of 
such question.

            Section 10.  Unless otherwise provided in the certificate of 
incorporation each stockholder shall at every meeting of the stockholders be 
entitled to one vote in person or by proxy for each share of the capital 
stock having voting power held by such stockholder, but no proxy shall be 
voted on after three years from its date, unless the proxy provides for a 
longer period.


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            Section 11.  Unless otherwise provided in the certificate of 
incorporation, any action required to be taken at any annual or special 
meeting of stockholders of the corporation, or any action which may be taken 
at any annual or special meeting of such stockholders, may be taken without a 
meeting, without prior notice and without a vote, if a consent in writing, 
setting forth the action so taken, shall be signed by the holders of 
outstanding stock having not less than the minimum number of votes that would 
be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote thereon were present and voted. Prompt notice of the 
taking of the corporate action without a meeting by less than unanimous 
written consent shall be given to those stockholders who have not consented 
in writing.

                          ARTICLE III
                           DIRECTORS

            Section 1.  The number of directors which shall constitute the 
whole board shall not be less than one or more than fourteen.  The first 
board shall consist of one director.  Thereafter, within the limits above 
specified, the number of directors shall be determined by resolution of the 
board of directors or by the stockholders at the annual meeting.  The 
directors shall be elected at the annual meeting of the stockholders, except 
as provided in Section 2 of this Article, and each director shall hold office 
until his successor is elected and qualified. Directors need not be 
stockholders.

            Section 2.  Vacancies and newly created directorships resulting 
from any increase in the authorized number of directors may be filled by a 
majority of the directors then in office, though less than a quorum, or by a 
sole remaining director, and the directors so chosen shall hold office until 
the next annual election and until their successors are duly elected and 
shall qualify, unless sooner displaced.  If there are no directors in office, 
then an election of directors may be held in the manner provided by statute.  
If, at the time of filling any vacancy or any newly created directorship, the 
directors then in office shall constitute


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less than a majority of the whole board (as constituted immediately prior to 
any such increase), the Court of Chancery may, upon application of any 
stockholder or stockholders holding at least ten percent of the total number 
of shares at the time outstanding having the right to vote for such 
directors, summarily order an election to be held to fill any such vacancies 
or newly created directorships, or to replace the directors chosen by the 
directors then in office.

            Section 3.  The business of the corporation shall be managed by 
or under the direction of its board of directors which may exercise all such 
powers of the corporation and do all such lawful acts and things as are not 
by statute or by the certificate of incorporation or by these by-laws 
directed or required to be exercised or done by the stockholders.

               MEETINGS OF THE BOARD OF DIRECTORS

            Section 4.  The board of directors of the corporation may hold 
meetings, both regular and special, either within or without the State of 
Delaware.

            Section 5.  The first meeting of each newly elected board of 
directors shall be held at such time and place as shall be fixed by the vote 
of the stockholders at the annual meeting and no notice of such meeting shall 
be necessary to the newly elected directors in order legally to constitute 
the meeting, provided a quorum shall be present.  In the event of the failure 
of stockholders to fix the time or place of such first meeting of the newly 
elected board of directors, or in the event such meeting is not held at the 
time and place so fixed by the stockholders, the meeting may be held at such 
time and place as shall be specified in a notice given as hereinafter 
provided for special meetings of the board of directors, or as shall be 
specified in a written waiver signed by all of the directors.

            Section 6.  Regular meetings of the board of directors may be 
held without notice at such time and at such place as shall from time to time 
as determined by the board.


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            Section 7.  Special meetings of the board may be called by the 
president on two days' notice to each director, either personally or by mail 
or by telegram; special meetings shall be called by the president or 
secretary in like manner and on like notice on the written request of two 
directors unless the board consists of only one director; in which case 
special meetings shall be called by the president or secretary in like manner 
and on like notice on the written request of the sole director.

            Section 8.  At all meetings of the board a majority of the board 
of directors shall constitute a quorum for the transaction of business and 
the act of a majority of the directors present at any meeting at which there 
is a quorum shall be the act of the board of directors, except as may be 
otherwise specifically provided by statute or by the certificate of 
incorporation.  If a quorum shall not be present at any meeting of the board 
of directors the directors present thereat may adjourn the meeting from time 
to time, without notice other than announcement at the meeting, until a 
quorum shall be present.

            Section 9.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, any action required or permitted to be taken 
at any meeting of the board of directors or of any committee thereof may be 
taken without a meeting, if all members of the board or committee, as the 
case may be, consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the board or committee.

            Section 10.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, members of the board of directors, or any 
committee designated by the board of directors, may participate in a meeting 
of the board of directors, or any committee, by means of conference telephone 
or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and such participation in a 
meeting shall constitute presence in person at the meeting.


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                    COMMITTEES OF DIRECTORS

            Section 11.  The board of directors may, by resolution or 
resolutions passed by a majority of the whole board, designate one or more 
committees, each committee to consist of one or more of the directors of the 
corporation.  The board may designate one or more directors as alternate 
members of any committee, who may replace any absent or disqualified member 
at any meeting of the committee.

            Unless otherwise specified by resolution of the Board, in the 
absence or disqualification of a member of a committee, the member or members 
thereof present at any meeting and not disqualified from voting, whether or 
not he or they constitute a quorum, may unanimously appoint another member of 
the board of directors to act at the meeting in the place of any such absent 
or disqualified member.

            Any such committee, to the extent provided in the resolution of 
the board of directors, or in these by-laws, shall have and may exercise all 
the powers and authority of the board of directors in the management of the 
business and affairs of the corporation, and may authorize the seal of the 
corporation to be affixed to all papers which may require it; but no such 
committee shall have the power or authority in reference to amending the 
certificate of incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance of 
shares of stock adopted by the board of directors as provided in Section 151(a)
of the General Corporation Law of Delaware (GCL), fix the designations 
and any of the preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the corporation or fix the number of shares of any series 
of stock or authorize the increase or decrease of the shares of any series), 
adopting an agreement of merger or consolidation under Sections 251 and 252 
of the GCL, recommending to the stockholders the sale, lease or exchange of 
all or substantially all of the


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corporation's property and assets, recommending to the stockholders a 
dissolution of the corporation or a revocation of a dissolution, or amending 
the by-laws of the corporation; and, unless the resolution, by-laws or the 
certificate of incorporation expressly so provide, no such committee shall 
have the power or authority to declare a dividend or to authorize the 
issuance of stock, or to adopt a certificate of ownership and merger pursuant 
to Section 253 of the GCL.  Such committee or committees shall have such name 
or names as may be determined from time to time by resolution adopted by the 
board of directors.

            Section 12.  Each committee shall keep regular minutes of its 
meetings and report the same to the board of directors when requested.

            Section 13.  A committee may hold meetings, both regular and 
special, either within or without the State of Delaware.  Meetings of a 
committee may be called by the president or the chair of such committee on 
two days' notice to each member, either personally or by mail or by facsimile 
or telegram.

            Unless otherwise specified by resolution of the Board, at all 
meetings of a committee, a majority of the members thereof shall constitute a 
quorum for the transaction of business and the act of a majority of the 
members present at any meeting at which there is a quorum shall be the act of 
the committee.  If a quorum shall not be present at any meeting of a 
committee, the members present thereat may adjourn the meeting from time to 
time, without notice other than announcement at the meeting, until a quorum 
shall be present.

            Unless otherwise restricted by the certificate of incorporation 
or these by-laws, any action required or permitted to be taken at any meeting 
of a committee may be taken without a meeting, if all members of the 
committee consent thereto in writing, and the writing or writings are filed 
with the minutes of proceedings of the committee.


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            Unless otherwise restricted by the certificate of incorporation 
or these by-laws, members of a committee may participate in a meeting of the 
committee by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and such participation in a meeting shall constitute presence in 
person at the meeting.

                   COMPENSATION OF DIRECTORS

            Section 14.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, the board of directors shall have the 
authority to fix the compensation of directors.  The directors may be paid 
their expenses, if any, of attendance at each meeting of the board of 
directors and may be paid a fixed sum for attendance at each meeting of the 
board of directors or a stated salary as director.  No such payment shall 
preclude any director from serving the corporation in any other capacity and 
receiving compensation therefor.  Members of special or standing committees 
may be allowed like compensation for attending committee meetings.

                      REMOVAL OF DIRECTORS

            Section 15.  Unless otherwise restricted by the certificate of 
incorporation or by law, any director or the entire board of directors may be 
removed, with or without cause, by the holders of a majority of shares 
entitled to vote at an election of directors.

                           ARTICLE IV
                            NOTICES

            Section 1.  Whenever, under the provisions of the statutes or of 
the certificate of incorporation or of these by-laws, notice is required to 
be given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at his address as it appears on the records 
of the corporation, with postage thereon prepaid, and such notice shall be 
deemed


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to be given at the time when the same shall be deposited in the United States 
mail. Notice to directors may also be given by telegram.

            Section 2.  Whenever any notice is required to be given under the 
provisions of the statutes or of the certificate of incorporation or of these 
by-laws, a waiver thereof in writing, signed by the person or persons 
entitled to said notice, whether before or after the time stated therein, 
shall be deemed equivalent thereto.

                           ARTICLE V
                            OFFICERS

            Section 1.  The officers of the corporation shall be chosen by 
the board of directors and shall be a president, a vice-president, a 
secretary and a treasurer.  The board of directors may also choose additional 
vice-presidents, and one or more assistant secretaries and assistant 
treasurers.  Any number of offices may be held by the same person, unless the 
certificate of incorporation or these by-laws otherwise provide.

            Section 2.  The board of directors at its first meeting after 
each annual meeting of stockholders shall choose a president, one or more 
vice-presidents, a secretary and a treasurer.

            Section 3.  The board of directors may appoint such other 
officers and agents as it shall deem necessary who shall hold their offices 
for such terms and shall exercise such powers and perform such duties as 
shall be determined from time to time by the board.

            Section 4.  The salaries of all officers and agents of the 
corporation shall be fixed by the board of directors.

            Section 5.  The officers of the corporation shall hold office 
until their successors are chosen and qualify.  Any officer elected or 
appointed by the board of directors may be removed at any time by the 
affirmative vote of a majority of the board of directors.  Any vacancy 
occurring in any office of the corporation shall be filled by the board of 
directors.


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                         THE PRESIDENT

            Section 6.  The president shall be the chief executive officer of 
the corporation, shall preside at all meetings of the stockholders and the 
board of directors, shall have general and active management of the business 
of the corporation and shall see that all orders and resolutions of the board 
of directors are carried into effect.

            Section 7.  He shall execute bonds, mortgages and other contracts 
requiring a seal, under the seal of the corporation, except where required or 
permitted by law to be otherwise signed and executed and except where the 
signing and execution thereof shall be expressly delegated by the board of 
directors to some other officer or agent of the corporation.

                      THE VICE-PRESIDENTS

            Section 8.  In the absence of the president or in the event of 
his inability or refusal to act, the vice-president (or in the event there be 
more than one vice-president, the vice-presidents in the order designated by 
the directors, or in the absence of any designation, then in the order of 
their election) shall perform the duties of the president, and when so 
acting, shall have all the powers of and be subject to all the restrictions 
upon the president.  The vice-presidents shall perform such other duties and 
have such other powers as the board of directors may from time to time 
prescribe.

             THE SECRETARY AND ASSISTANT SECRETARY

            Section 9.  The secretary shall attend all meetings of the board 
of directors and all meetings of the stockholders and record all the 
proceedings of the meetings of the corporation and of the board of directors 
in a book to be kept for that purpose and shall perform like duties for the 
standing committees when required.  He shall give, or cause to be given, 
notice of all meetings of the stockholders and special meetings of the board 
of directors, and shall perform other duties as may be prescribed by the 
board of directors or president, under whose supervision he shall be.  He 
shall have custody of the corporate seal


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of the corporation and he, or an assistant secretary, shall have the 
authority to affix the same to any instrument requiring it and when so 
affixed, it may be attested by his signature or by the signature of such 
assistant secretary.  The board of directors may give general authority to 
any other officer to affix the seal of the corporation and to attest the 
affixing by his signature.

            Section 10.  The assistant secretary, or if there be more than 
one, the assistant secretaries in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election) shall, in the absence of the secretary or in the event of his 
inability or refusal to act, perform the duties and exercise the powers of 
the secretary and shall perform such other duties and have such other powers 
as the board of directors may from time to time prescribe.

             THE TREASURER AND ASSISTANT TREASURERS

            Section 11.  The treasurer shall have the custody of the 
corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the corporation and shall 
deposit all moneys and other valuable effects in the name and to the credit 
of the corporation in such depositories as may be designated by the board of 
directors.

            Section 12.  He shall disburse the funds of the corporation as 
may be ordered by the board of directors, taking proper vouchers for such 
disbursements, and shall render to the president and the board of directors, 
at its regular meetings, or when the board of directors so requires, an 
account of all his transactions as treasurer and of the financial condition 
of the corporation.

            Section 13.  If required by the board of directors, he shall give 
the corporation a bond (which shall be renewed every six years) in such sum 
and with such surety or sureties as shall be satisfactory to the board of 
directors for the faithful performance of the duties of his office and for 
the restoration to the corporation, in case of his death, resignation,


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retirement or removal from office, of all books, papers, vouchers, money and 
other property of whatever kind in his possession or under his control 
belonging to the corporation.

            Section 14.  The assistant treasurer, or if there shall be more 
than one, the assistant treasurers in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election), shall, in the absence of the treasurer or in the event of his 
inability or refusal to act, perform the duties and exercise the powers of 
the treasurer and shall perform such other duties and have such other powers 
as the board of directors may from time to time prescribe.

                           ARTICLE VI
                      CERTIFICATE OF STOCK

            Section 1.  Every holder of stock in the corporation shall be 
entitled to have a certificate, signed by, or in the name of the corporation 
by, the chairman or vice-chairman of the board of directors, or the president 
or a vice-president and the treasurer or an assistant treasurer, or the 
secretary or an assistant secretary of the corporation, certifying the number 
of shares owned by him in the corporation.

            Certificates may be issued for partly paid shares and in such 
case upon the face or back of the certificates issued to represent any such 
partly paid shares, the total amount of the consideration to be paid 
therefor, and the amount paid thereon shall be specified.

            Section 2.  Any of or all the signatures on the certificate may 
be facsimile.  In case any officer, transfer or registrar who has signed or 
whose facsimile signature has been placed upon a certificate shall have 
ceased to be such officer, transfer agent or registrar before such 
certificate is issued, it may be issued by the corporation with the same 
effect as if he were such officer, transfer agent or registrar at the date of 
issue.


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                       LOST CERTIFICATES

            Section 3.  The board of directors may direct a new certificate 
or certificates to be issued in place of any certificate or certificates 
theretofore issued by the corporation alleged to have been lost, stolen or 
destroyed, upon the making of an affidavit of that fact by the person 
claiming the certificate of stock to be lost, stolen or destroyed.  When 
authorizing such issue of a new certificate or certificates, the board of 
directors may, in its discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost, stolen or destroyed certificate or 
certificates, or his legal representative, to advertise the same in such 
manner as it shall require and/or to give the corporation a bond in such sum 
as it may direct as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have been lost, stolen 
or destroyed.

                       TRANSFER OF STOCK

            Section 4.  Upon surrender to the corporation or the transfer 
agent of the corporation of a certificate for shares duly endorsed or 
accompanied by proper evidence of succession, assignation or authority to 
transfer, it shall be the duty of the corporation to issue a new certificate 
to the person entitled thereto, cancel the old certificate and record the 
transaction upon its books.

                       FIXING RECORD DATE

            Section 5.  In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of stockholders 
or any adjournment thereof, or to express consent to corporate action in 
writing without a meeting, or entitled to receive payment of any dividend or 
other distribution or allotment of any rights, or entitled to exercise any 
rights in respect of any change, conversion or exchange of stock or for the 
purpose of any other lawful action, the board of directors may fix, in 
advance, a record date, which shall not be more than sixty nor less than ten 
days before the date of such meeting, nor more than sixty days prior to any 
other action.  A determination of stockholders of record


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entitled to notice of or to vote at a meeting of stockholders shall apply to 
any adjournment of the meeting: provided, however, that the board of 
directors may fix a new record date for the adjourned meeting.

                    REGISTERED STOCKHOLDERS

            Section 6.  The corporation shall be entitled to recognize the 
exclusive right of a person registered on its books as the owner of shares to 
receive dividends, and to vote as such owner, and to hold liable for calls 
and assessments a person registered on its books as the owner of shares, and 
shall not be bound to recognize any equitable or other claim to or interest 
in such share or shares on the part of any other person, whether or not it 
shall have express or other notice thereof, except as otherwise provided by 
the laws of Delaware.

                          ARTICLE VII
                       GENERAL PROVISIONS

                           DIVIDENDS

            Section 1.  Dividends upon the capital stock of the corporation, 
subject to the provisions of the certificate of incorporation, if any, may be 
declared by the board of directors at any regular or special meeting, 
pursuant to law.  Dividends may be paid in cash, in property, or in shares of 
the capital stock, subject to the provisions of the certificate or 
incorporation.

            Section 2.  Before payment of any dividend, there may be set 
aside out of any funds of the corporation available for dividends such sum or 
sums as the directors from time to time, in their absolute discretion, think 
proper as a reserve or reserves to meet contingencies, or for equalizing 
dividends, or for repairing or maintaining any property of the corporation, 
or for such other purpose as the directors shall think conducive to the 
interest of the corporation, and the directors may modify or abolish any such 
reserve in the manner in which it was created.


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                        ANNUAL STATEMENT

            Section 3.  The board of directors shall present at each annual 
meeting, and at any special meeting of the stockholders when called for by 
vote of the stockholders, a full and clear statement of the business and 
condition of the corporation.

                             CHECKS

            Section 4.  All checks or demands for money and notes of the 
corporation shall be signed by such officer or officers or such other person 
or persons as the board of directors may from time to time designate.

                          FISCAL YEARS

            Section 5.  The fiscal year of the corporation shall be fixed by 
resolution of the board of directors.

                              SEAL

            Section 6.  The corporate seal shall have inscribed thereon the 
name of the corporation, the year of its organization and the words 
"Corporate Seal, Delaware".  The seal may be used by causing it or a 
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        INDEMNIFICATION

            Section 7.  The corporation shall indemnify its officers, 
directors, employees and agents to the extent permitted by the General 
Corporation Law of Delaware.


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                          ARTICLE VIII
                           AMENDMENTS

            Section 1.  These by-laws may be altered, amended or repealed or 
new by-laws may be adopted by the stockholders or by the board of directors, 
when such power is conferred upon the board of directors by the certificate 
or incorporation at any regular meeting of the stockholders or of the board 
of directors or at any special meeting of the stockholders or of the board of 
directors if notice of such alteration, amendment, repeal or adoption of new 
by-laws be contained in the notice of such special meeting.  If the power to 
adopt, amend or repeal by-laws is conferred upon the board of directors by 
the certificate of incorporation it shall not divest or limit the power of 
the stockholders to adopt, amend or repeal by-laws.


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