<PAGE>   1
================================================================================

                                  UNITED STATES
                       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 MARCH 31, 1999    OR
    

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

                FOR THE TRANSITION PERIOD FROM             TO


                          Commission file number 1-9215

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


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

           DELAWARE                                    04-2714625
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)          
                                   

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

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

        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 outstanding of the registrant's common stock as of
May 10, 1999 was 58,828,454.


================================================================================


<PAGE>   2



                                     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-9)

Item 3.   Quantitative and Qualitative Disclosures About Market Risk. (Pages
          F-9 to F-10)


                                     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.

          During the first quarter of 1999, UAM issued an aggregate of 278,057
          shares of its Common Stock upon the exercise of warrants. This
          issuance was exempt from registration under Section 4(2) of the
          Securities Act of 1933. UAM had originally issued the warrants as
          consideration for its acquisitions of certain of its subsidiaries. The
          exercise prices of the warrants ranged from $14.50 to $23.00 per
          share.

          During the first quarter of 1999, UAM issued 50,000 shares of its
          Common Stock in exchange for 50,000 Exchangeable Preferred Shares of
          Integra Capital Management Corporation, a subsidiary of UAM. This
          issuance was exempt from registration under Section 4(2) of the
          Securities Act of 1933. UAM had originally issued the Exchangeable
          Preferred Shares as consideration for its acquisition of Integra. On
          February 18, 1999, UAM filed a registration statement on Form S-3 to
          register these 50,000 shares of its Common Stock for resale.

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 10.1 - United Asset Management Corporation Amended
                              and Restated 1994 Stock Option Plan [as further
                              amended and restated as of March 31, 1999].
          

<PAGE>   3

               Exhibit 10.2 - Amended and Restated Consulting Agreement by and
                              between United Asset Management Corporation and
                              David I. Russell as of January 1, 1999. 

               Exhibit 11   - Calculation of Earnings Per Share (Page F-11).


               Exhibit 27   - Financial Data Schedule.

          (b)  There have been no reports on Form 8-K filed by the Company
               during the quarter ended March 31, 1999.


                                   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 11, 1999                              /s/  William H. Park
---------------------------               ------------------------------
(Date)                                    William H. Park
                                          Executive Vice President and
                                             Chief Financial Officer











<PAGE>   4

                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                       UNITED ASSET MANAGEMENT CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Three Months Ended March 31,                    1999                    1998
--------------------------------------------------------------------------------
<S>                                         <C>                     <C>         
Revenues                                    $217,695,000            $241,820,000
--------------------------------------------------------------------------------
Operating expenses:
  Compensation and related
   expenses                                  109,069,000             119,554,000
  Amortization of cost assigned
   to contracts acquired                      26,088,000              26,833,000
  Other operating expenses                    39,146,000              45,063,000
--------------------------------------------------------------------------------
                                             174,303,000             191,450,000
--------------------------------------------------------------------------------
Operating income                              43,392,000              50,370,000
--------------------------------------------------------------------------------
Non-operating expenses:
 Interest expense, net                        15,834,000              10,837,000
 Other amortization                            1,159,000                 898,000
--------------------------------------------------------------------------------
                                              16,993,000              11,735,000
--------------------------------------------------------------------------------
Income before income tax expense              26,399,000              38,635,000
Income tax expense                            11,298,000              16,537,000
--------------------------------------------------------------------------------
Net income                                  $ 15,101,000            $ 22,098,000
================================================================================
Basic earnings per share                            $.25                    $.32
Diluted earnings per share                          $.25                    $.31
Dividends declared per share                        $.20                    $.20
================================================================================
</TABLE>









See Notes to Condensed Consolidated Financial Statements.




                                      F-1
<PAGE>   5

                       UNITED ASSET MANAGEMENT CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                       March 31,             December 31,
                                                         1999                    1998
                                                      (Unaudited)
-----------------------------------------------------------------------------------------
<S>                                                <C>                     <C>           
Assets
Current assets:
 Cash and cash equivalents                         $  126,069,000          $  153,616,000
 Investment advisory fees receivable                  156,941,000             169,061,000
 Other current assets                                  11,956,000              12,419,000
-----------------------------------------------------------------------------------------
Total current assets                                  294,966,000             335,096,000
Fixed assets, net                                      41,071,000              42,148,000
Cost assigned to contracts acquired, net              911,647,000             931,815,000
Other assets                                          130,194,000             130,452,000
-----------------------------------------------------------------------------------------
Total assets                                       $1,377,878,000          $1,439,511,000
=========================================================================================
Liabilities and Stockholders' Equity
Current liabilities:
 Accounts payable and accrued expenses             $  117,889,000          $  143,559,000
 Accrued compensation                                  80,180,000             108,222,000
-----------------------------------------------------------------------------------------
Total current liabilities                             198,069,000             251,781,000
Senior notes payable                                  734,000,000             687,521,000
Subordinated notes payable                            197,355,000             202,840,000
Deferred income taxes                                  30,271,000              27,525,000
-----------------------------------------------------------------------------------------
Total liabilities                                   1,159,695,000           1,169,667,000
-----------------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
 Common stock, par value $.01 per share                   703,000                 703,000
 Capital in excess of par value                       361,561,000             360,781,000
 Retained earnings                                    136,176,000             140,751,000
 Accumulated other comprehensive income               (10,248,000)            (10,132,000)
-----------------------------------------------------------------------------------------
                                                      488,192,000             492,103,000
 Less treasury shares at cost                        (270,009,000)           (222,259,000)
-----------------------------------------------------------------------------------------
Total stockholders' equity                            218,183,000             269,844,000
-----------------------------------------------------------------------------------------
Total liabilities and stockholders' equity         $1,377,878,000          $1,439,511,000
=========================================================================================
</TABLE>





See Notes to Condensed Consolidated Financial Statements.



                                      F-2
<PAGE>   6


                       UNITED ASSET MANAGEMENT CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Three Months Ended March 31,                                 1999             1998
--------------------------------------------------------------------------------------
<S>                                                     <C>              <C>          
Cash flow related to operating activities:
 Net income                                             $  15,101,000    $  22,098,000
 Adjustments to reconcile net income to net cash flow
  from operating activities:
  Amortization of cost assigned to contracts acquired      26,088,000       26,833,000
  Depreciation                                              3,618,000        3,072,000
  Amortization of goodwill and other                        1,968,000        1,639,000
--------------------------------------------------------------------------------------
 Net income plus amortization and depreciation             46,775,000       53,642,000
 Changes in assets and liabilities:
  Decrease in investment advisory fees receivable          13,401,000       18,598,000
  Increase in other current assets                         (1,445,000)        (934,000)
  Decrease in accounts payable and accrued expenses       (24,243,000)     (13,663,000)
  Decrease in accrued compensation                        (28,031,000)     (64,110,000)
  Increase in deferred income taxes                           474,000          746,000
--------------------------------------------------------------------------------------
Net cash flow from (used in) operating activities           6,931,000       (5,721,000)
--------------------------------------------------------------------------------------
Cash flow related to investing activities:
 Cash additions to cost assigned to contracts acquired     (4,997,000)     (22,883,000)
 Change in other assets                                    (3,785,000)     (16,878,000)
--------------------------------------------------------------------------------------
Net cash flow used in investing activities                 (8,782,000)     (39,761,000)
--------------------------------------------------------------------------------------
Cash flow related to financing activities:
 Purchase of treasury shares                              (71,159,000)     (50,288,000)
 Additions to notes payable, net                           47,329,000       47,784,000
 Issuance or reissuance of equity securities               11,274,000       12,895,000
 Dividends paid                                           (12,290,000)     (13,888,000)
--------------------------------------------------------------------------------------
Net cash flow used in financing activities                (24,846,000)      (3,497,000)
--------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash flow         (850,000)        (193,000)
--------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                 (27,547,000)     (49,172,000)
Cash and cash equivalents at beginning of quarter         153,616,000      173,638,000
--------------------------------------------------------------------------------------
Cash and cash equivalents at end of quarter             $ 126,069,000    $ 124,466,000
======================================================================================
</TABLE>





See Notes to Condensed Consolidated Financial Statements.




                                      F-3
<PAGE>   7


                       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, 1999 and their results of
operations and cash flows for the three months ended March 31, 1999 and 1998.
These Financial Statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

Note 2

        Accumulated depreciation of fixed assets was $58,827,000 and $55,209,000
at March 31, 1999 and December 31, 1998, respectively. The accumulated
amortization of cost assigned to contracts acquired was $624,802,000 and
$598,621,000 at March 31, 1999 and December 31, 1998, 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,
1999, the Company repurchased 3,057,000 shares of its common stock at a cost of
$71,159,000, including certain shares repurchased under the terms of the
Company's systematic program. In addition, exercises of warrants and stock
options, as well as the issuance of stock to former owners of affiliates in
connection with purchase price commitments, resulted in the Company
extinguishing subordinated notes, receiving cash proceeds and issuing stock as
follows:
                                                          Three Months
                                                              Ended
                                                         March 31, 1999
                                                         --------------

          Subordinated notes extinguished                 $  5,136,000
          Cash proceeds received                          $ 10,449,000
          Treasury shares reissued                             907,838


         As of March 31, 1999, the Company held 10,942,041 treasury shares.
Warrants for the purchase of 8,089,000 shares and stock options for the purchase
of 8,393,000 shares were outstanding at weighted average exercise prices of
$23.88 and $22.71, respectively.






                                      F-4
<PAGE>   8



Note 4

        The components of comprehensive income for the three months ended March
31, 1999 and 1998, respectively, are set forth below:

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                        ------------------
                                                  March 31, 1999  March 31, 1998
                                                  --------------  --------------

<S>                                                <C>             <C>         
Net income                                         $ 15,101,000    $ 22,098,000
Other comprehensive income:
   Foreign currency translation adjustment               91,000         478,000
   Unrealized gain on marketable securities, net        102,000              --
   Less: reclassification adjustment for gains
       realized in net income                          (309,000)             --
                                                   ------------    ------------
Comprehensive income                               $ 14,985,000    $ 22,576,000
                                                   ============    ============
</TABLE>


Note 5

        The Company operates in one business segment, that is, as investment
advisors, managing both domestic and international investment portfolios for
corporate, government and union benefit plans, mutual funds, individuals,
endowments, and foundations. Although each affiliated firm operates under its
own name with its own investment philosophy and approach, the firms' regulatory
environments and the economic characteristics of their products, services,
client bases and manner of distribution are similar. Therefore, the affiliated
firms are aggregated as one business segment.

        Revenues and long-lived assets shown below are classified according to
the affiliate's geographic location. Revenues are derived primarily from fees
for investment advisory services provided to institutional and other clients.
These 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.

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                        ------------------
                                                  March 31, 1999  March 31, 1998
                                                  --------------  --------------

<S>                                                <C>            <C>           
Domestic revenues                                  $198,005,000   $  220,369,000
Foreign revenues                                   $ 19,690,000   $   21,451,000
Domestic long-lived assets                         $921,514,000   $1,002,132,000
Foreign long-lived assets                          $161,398,000   $  177,492,000
</TABLE>



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. Assets under management can be affected by the addition of new
client accounts or client contributions to 







                                      F-5
<PAGE>   9

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 $195.8 billion as of March 31, 1999,
compared to $201.4 billion at the start of the year. During the quarter, net
client cash flow reduced assets under management by $6.5 billion, offsetting
$900 million added to these assets through investment performance.



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 66% of the Company's total assets as of March 31,
1999. Amortization of cost assigned to contracts acquired, which is a noncash
charge, represented 15% of the Company's operating expenses for the three months
ended March 31, 1999. 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 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.

        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
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. The Company regularly performs reviews for potential impairment
of the value of contracts. If the review indicates that the carrying value of
the contracts is impaired, the asset is adjusted to its estimated fair value.

        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 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.











                                      F-6
<PAGE>   10

                                OPERATING RESULTS

                        THREE MONTHS ENDED MARCH 31, 1999
                                   COMPARED TO
                        THREE MONTHS ENDED MARCH 31, 1998

        Revenues were $217,695,000 for the three months ended March 31, 1999
compared to $241,820,000 for the first quarter of 1998. Revenues declined due to
the effect of negative net client cash flow as well as the effect of Heitman
Financial Ltd. selling its non-retail property management operation during the
third quarter of 1998. Partially offsetting this decrease was the impact of
positive market performance which generated higher fee revenues.

        Compensation and related expenses together with other operating expenses
were $148,215,000 compared to $164,617,000 in 1998, primarily reflecting lower
operating expenses and compensation earned by employees of existing affiliated
firms in accordance with revenue sharing plans. Amortization of cost assigned to
contracts acquired was $26,088,000 compared to $26,833,000 in 1998. The decrease
was the result of various factors including certain cost assigned to contracts
acquired being fully amortized at the end of 1998, partially offset by the
recording of additional purchase price commitments associated with prior year
acquisitions.

        Interest expense increased to $17,210,000 from $12,129,000, primarily
due to the increase in the Company's debt level resulting from stock
repurchases, as well as an increase in the Company's borrowing rates.

        Income before income tax expense was $26,399,000 compared to $38,635,000
in 1998, reflecting the circumstances described above. The Company's annual
effective tax rate approximated 43% for both of the three-month periods ended
March 31, 1999 and 1998.

        Net income was $15,101,000 compared to $22,098,000 reflecting the net
results of the events discussed above. Diluted earnings per share were $.25 for
the first quarter of 1999 compared to $.31 in the first quarter of 1998,
reflecting the effect of the Company's common stock repurchased and the
Company's lower average common stock price, partially offset by the impact of
the issuance of shares of common stock and the hypothetical exercise of warrants
and stock options on the calculation of earnings per share under the treasury
stock method. Amortization of cost assigned to contracts acquired per share
increased to $.43 in the first quarter of 1999 from $.37 in 1998. Operating Cash
Flow was $46,775,000 in the first quarter of 1999 compared to $53,642,000 in
1998 due to the circumstances discussed above.


         CHANGES IN FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES

        The Company generated $46,775,000 of Operating Cash Flow for the three
months ended March 31, 1999. This Operating Cash Flow and additional borrowings
under the Company's line of credit were primarily used to repurchase shares of
the Company's common stock and to pay dividends to shareholders. 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 





                                      F-7
<PAGE>   11


diversified industries. As of March 31, 1999, the Company had drawn down
$334,000,000, leaving $416,000,000 available under its $750,000,000 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
uses of financial resources will be to repurchase shares of the Company's common
stock, to provide further support for investing in the growth initiatives of
existing affiliates, to pay shareholder dividends, to acquire additional
investment management firms, and to fund commitments due or potentially due to
former owners of affiliated firms.

        Increases or decreases in interest rates affect UAM's costs of
operations chiefly through raising or lowering the interest expense related to
the Company's variable-rate debt outstanding. To mitigate the risks associated
with increases in interest rates, UAM has entered into and plans to continue to
enter into interest-rate protection agreements. Rates of interest on the Senior
Notes and existing subordinated debt are fixed. Increases and decreases in
interest rates may also affect market prices of assets managed by the Company's
affiliated firms. Changes in such prices may affect the affiliated firms'
revenues, and therefore UAM's consolidated revenues.


                    YEAR 2000 AND OTHER SYSTEM-RELATED ISSUES

         The "Year 2000 issue" is the result of computer programs and other
electronic systems that use two digits rather than four to define the applicable
year. These programs and systems may not be able to process dates beyond 1999,
which may cause system failures or create erroneous results.

         The Company and its affiliates have retained a consulting firm since
1997 to help develop and implement a program to assess their Year 2000
readiness. The Company and its affiliates have substantially completed
inventories of their computer hardware and software programs and have conducted
surveys of all of their software and hardware vendors. As part of this program,
the Company and its affiliates are testing, modifying, upgrading or replacing
their computer software applications and systems, and seek to be substantially
Year 2000 compliant by June 30, 1999.
        
         The Company and its affiliates also addressing Year 2000 issues related
to non-information technology (non-IT) systems, including embedded software and
equipment (e.g. elevators, telephone systems, etc.), and addressing the
compliance of key business partners. The Company and its affiliates have
substantially completed an assessment of its non-IT systems and service
providers and fare in the process of gaining assurances that they will be Year
2000 compliant, and seeks to have these assurances by June 30, 1999.

         The Company and its affiliates are in the process of developing
contingency plans in the event that the IT or non-IT systems or any of their key
service providers are not Year 2000 compliant by the end of 1999. The
contingency plans, which are expected to be substantially complete by the end of
1999, will address how to mitigate risks associated with the worst reasonably
likely failures of systems at critical dates in both the short term and the long
term. Any Year 2000 compliance problem of the Company, any of its affiliated
firms, any of its vendors and any other company with which it conducts business
could have a material adverse effect on the Company's consolidated financial
position, consolidated results of operations or consolidated cash flows.

         To date, the Company and its affiliates have incurred expenses in the
amount of approximately $1,400,000 and expect to incur an additional $1,100,000 
related to this issue. These costs, which principally represent consulting fees,
are being expensed as incurred. The Company has performed, and expects to
continue to perform, modifications, upgrades and replacements of its computer
software applications and systems through the Company's ongoing maintenance
program. Therefore, the Company has not incurred, and does not expect to incur,
significant incremental expenses for such modifications, upgrades and
replacements. The Company does not segregate payroll or other internal costs
specifically devoted to its efforts to address Year 2000 issues, but does not
believe these costs to be significant. The expenses of the Company's affiliated
firms related to the Year 2000 issues are funded out of the share of revenues
that is reserved for the affiliates under revenue sharing agreements and do not
affect the share of revenues retained by the Company. The total cost associated
with becoming Year 2000 compliant is not expected to be material to the
Company's consolidated financial position, consolidated results of operations or
consolidated cash flows.



                                      F-8
<PAGE>   12
         The Company's affiliates that are registered with the Securities and
Exchange Commission (SEC) as investment advisers or broker-dealers are required
to disclose their Year 2000 readiness in Forms ADV-Y2K or BD-Y2K which will be
filed with the SEC and made available to clients.

         The estimates and conclusions herein contain forward-looking statements
and are based on management's best estimates of future events. These statements
should be read in conjunction with the Company's disclosures under the heading
"Forward-looking Statements" detailed below.

         On January 1, 1999, 11 European Union member states adopted the "Euro"
as their common national currency. This currency will replace existing national
currencies in all participating countries over a period ending July 1, 2002.
During this period, both the Euro and existing national currencies will be
accepted. The Company and its affiliates have established plans to address the
operational and information system issues related to the Euro conversion and do
not expect any costs incurred to have a material adverse effect on the Company's
consolidated results of operations or its consolidated cash flows.


                           FORWARD-LOOKING STATEMENTS

        This Quarterly Report on Form 10-Q contains "forward-looking
statements." These statements include descriptions of UAM's operational plans,
expectations about future earnings and other results of operations, views of
future industry or market conditions, and other statements that include words
like "may," "expects," "believes," and "intends," and that describe opinions
about future events.

        Investors should not rely on these statements as though they were
guarantees. These statements are current only when they are made. UAM's
management has no obligation to revise or update these statements based on
future developments. Known and unknown risks may cause UAM's actual results and
performances to be materially different from those expressed or implied by these
statements. Some of these risks are that: most of UAM's revenues are based on
the market value of managed assets and, therefore, will rise and fall with
changes in the economy and financial markets; the investment management business
is highly competitive; the investment management business is susceptible to
internal shifts and frequently requires firms to adapt; and UAM's affiliated
firms depend significantly on key employees. These and other risk factors are
identified and more thoroughly explained in Exhibit 99.1 to UAM's Annual Report
on Form 10-K filed on March 25, 1999 with the SEC.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The information provided below updates that which was previously
presented in Item 7A, Quantitative and Qualitative Disclosures About Market
Risk, of the Company's Form 10-K for the year ended December 31, 1998.





                                      F-9
<PAGE>   13

        The Company had $334,000,000 outstanding under its $750,000,000 Reducing
Revolving Credit Agreement (the Credit Agreement) as of March 31, 1999. Interest
rates available for amounts outstanding under the Credit Agreement are
currently: prime, 1.875% over LIBOR or a money market bid option. In addition,
an annual commitment fee, payable on the daily average unused portion of the
Credit Agreement, is currently .375%. The effective interest rate on the
outstanding borrowings at March 31, 1999 was 6.5% compared to 6.12% at March 31,
1998.

        At March 31, 1999, the Company also had $197,355,000 of subordinated
notes outstanding which mature at various dates through March 2005 and have
interest rates ranging from 5.5% to 7.5%.





























                                      F-10
<PAGE>   14



                       UNITED ASSET MANAGEMENT CORPORATION

                                                                      Exhibit 11

                        CALCULATION OF EARNINGS PER SHARE
                    (In thousands, except per-share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                       Income           Shares       Per-Share
                                                     (Numerator)     (Denominator)     Amount
----------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>             <C>    
For the three-month period ended March 31, 1999
Basic Earnings per Share
Income available to common
     shareholders                                    $15,101,000       60,573,000      $   .25
                                                                                       =======

Effect of Dilutive Securities (1)                             --          658,000           
                                                     -----------       ----------

Diluted Earnings per Share
Income available to common
     shareholders + assumed conversions              $15,101,000       61,231,000      $   .25
                                                     ===========      ===========      =======
==============================================================================================
For the three-month period ended March 31, 1998
Basic Earnings per Share
Income available to common
     shareholders                                    $22,098,000       69,542,000      $   .32
                                                                                       =======

Effect of Dilutive Securities (1)                             --        2,345,000
                                                     -----------       ----------
Diluted Earnings per Share
Income available to common
     shareholders + assumed conversions              $22,098,000       71,887,000         $.31
                                                     ===========      ===========      =======
==============================================================================================
</TABLE>

(1)     Options on 3,842,000 and 1,815,000 shares of common stock and warrants
        on 3,018,000 and 1,530,000 shares of common stock were outstanding
        during the three-month periods ended March 31, 1999 and 1998,
        respectively, but were not included in computing diluted earnings per
        share because their effects were antidilutive.




















                                      F-11