<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 SEPTEMBER 30, 1996         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  November 4, 1996
was 68,628,027.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

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

                           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 advice received from 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 financial position of the Company.

Item 2.   Changes in Securities.  Not Applicable

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    -  Not Applicable
               Exhibit  4    -  Not Applicable
               Exhibit 10    -  Not Applicable
               Exhibit 11    -  Calculation of Earnings Per Share (F-9)
               Exhibit 15    -  Not Applicable
               Exhibit 18    -  Not Applicable
               Exhibit 19    -  Not Applicable
               Exhibit 22    -  Not Applicable
               Exhibit 23    -  Not Applicable
               Exhibit 24    -  Not Applicable
               Exhibit 27    -  Financial Data Schedule

          (b)  A report on Form 8-K was filed on September 3, 1996.  The items
               reported and financial statements filed were as follows:

               Item 5.   OTHER EVENTS.

                         The report announced the acquisitions by UAM of Rogge
                         Global Partners Plc and Clay Finlay Inc.

               Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

                         (a)  PRO FORMA FINANCIAL INFORMATION.

                              (1)  Unaudited Pro Forma Condensed Combined
                                   Balance Sheet of UAM as of December 31, 1995
                                   and December 31, 1994.

                              (2)  Unaudited Pro Forma Condensed Combined
                                   Statement of Operations of UAM for each of
                                   the three years ended December 31, 1995,
                                   December 31, 1994 and December 31, 1993.

                              (3)  Unaudited Pro Forma Condensed Combined
                                   Balance Sheet of UAM as of June 30, 1996.
<PAGE>

                              (4)  Unaudited Pro Forma Condensed Combined
                                   Statement of Operations of UAM for the six-
                                   month period ended June 30, 1996.

                    (b)  RESTATED FINANCIAL STATEMENTS.

                         (1)  Unaudited Consolidated Statement of Income for
                              the six-month periods ended June 30, 1996 and
                              June 30, 1995.

                         (2)  Unaudited Condensed Consolidated Balance Sheet as
                              of June 30, 1996 and Condensed Consolidated
                              Balance Sheet as of December 31, 1995.

                         (3)  Unaudited Condensed Consolidated Statement of Cash
                              Flows for the six-month periods ended June 30,
                              1996 and June 30, 1995.

                         (4)  Notes to Unaudited Condensed Consolidated
                              Financial Statements for the six-month periods
                              ended June 30, 1996 and June 30, 1995.

                         (5)  Report of Independent Accountants.

                         (6)  Consolidated Balance Sheet as of December 31, 1995
                              and 1994.

                         (7)  Consolidated Statement of Income for each of the
                              three years in the period ended December 31, 1995.

                         (8)  Consolidated Statement of Cash Flows for each of
                              the three years in the period ended December 31,
                              1995.

                         (9)  Consolidated Statement of Changes in Stockholders'
                              Equity for each of the three years in the period
                              ended December 31, 1995.

                         (10) Notes to Consolidated Financial Statements.


                                   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

November 7, 1996                  /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                         Nine Months Ended
                                                               September 30,                            September 30,
                                                     --------------------------------        --------------------------------
                                                         1996               1995(1)              1996                1995(1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                 <C>                 <C>

Revenues . . . . . . . . . . . . . . . . . . . . .   $219,618,000        $185,367,000        $634,805,000        $525,112,000
                                                     ------------        ------------        ------------        ------------
Operating expenses:
  Compensation and related
     expenses. . . . . . . . . . . . . . . . . . .    111,050,000          90,690,000         313,740,000         256,173,000
  Amortization of cost assigned
     to contracts acquired . . . . . . . . . . . .     24,292,000          24,570,000          77,654,000          68,432,000
  Other operating expenses . . . . . . . . . . . .     34,473,000          27,975,000         101,644,000          81,980,000
                                                     ------------        ------------        ------------        ------------
                                                      169,815,000         143,235,000         493,038,000         406,585,000
                                                     ------------        ------------        ------------        ------------
Operating income . . . . . . . . . . . . . . . . .     49,803,000          42,132,000         141,767,000         118,527,000
                                                     ------------        ------------        ------------        ------------

Non-operating expenses:
  Interest expense, net. . . . . . . . . . . . . .      9,048,000          11,843,000          29,284,000          31,278,000
  Other amortization . . . . . . . . . . . . . . .        540,000             449,000           1,470,000           1,212,000
                                                     ------------        ------------        ------------        ------------
                                                        9,588,000          12,292,000          30,754,000          32,490,000
                                                     ------------        ------------        ------------        ------------
Income before income tax expense . . . . . . . . .     40,215,000          29,840,000         111,013,000          86,037,000
Income tax expense . . . . . . . . . . . . . . . .     17,210,000          12,781,000          47,644,000          37,667,000
                                                     ------------        ------------        ------------        ------------
Net income . . . . . . . . . . . . . . . . . . . .   $ 23,005,000        $ 17,059,000        $ 63,369,000        $ 48,370,000
                                                     ------------        ------------        ------------        ------------
                                                     ------------        ------------        ------------        ------------

Earnings per share:
  Primary earnings per share . . . . . . . . . . .           $.32              $.25(2)               $.88              $.70(2)
  Fully diluted earnings per
          share. . . . . . . . . . . . . . . . . .           $.32              $.24(2)               $.88              $.69(2)

   Dividends declared per share. . . . . . . . . .           $.17              $.15(2)               $.49              $.43(2)

</TABLE>


(1)  Restated due to pooling of interests transactions completed in the third
     quarter of 1996.

(2)  Historical per-share figures restated for a two-for-one common stock split
     declared May 16, 1996.







See Notes to Condensed Consolidated Financial Statements.


                                       F-1
<PAGE>

                       UNITED ASSET MANAGEMENT CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                  September 30,     December 31,
                                                      1996             1995(1)
                                                  (Unaudited)
--------------------------------------------------------------------------------
Assets

Current assets:
     Cash and cash equivalents . . . . . . .    $  197,474,000    $ 125,448,000
     Investment advisory fees receivable . .       151,794,000      134,822,000
     Other current assets. . . . . . . . . .        11,295,000       14,149,000
                                                --------------   --------------
Total current assets . . . . . . . . . . .         360,563,000      274,419,000

Fixed assets, net. . . . . . . . . . . . . .        30,435,000       28,428,000
Cost assigned to contracts acquired, net . .       959,747,000    1,037,280,000
Other assets . . . . . . . . . . . . . . . .        64,008,000       60,508,000
                                                --------------   --------------
Total assets . . . . . . . . . . . . . . . .    $1,414,753,000   $1,400,635,000
                                                --------------   --------------
                                                --------------   --------------

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued
      expenses . . . . . . . . . . . . . . .    $  107,392,000    $  97,250,000
     Accrued compensation. . . . . . . . . .       100,512,000       86,710,000
     Current portion of notes payable. . . .         2,972,000        6,780,000
                                                --------------   --------------
Total current liabilities. . . . . . . . . .       210,876,000      190,740,000

Senior notes payable . . . . . . . . . . . .       150,000,000      150,000,000
Subordinated notes payable . . . . . . . . .       491,043,000      523,520,000
Deferred income taxes. . . . . . . . . . . .        37,797,000       44,606,000
                                                --------------   --------------
Total liabilities. . . . . . . . . . . . . .       889,716,000      908,866,000
                                                --------------   --------------
Commitments and contingencies

Stockholders' equity:
     Common stock, par value $.01 per share.           692,000          692,000
     Capital in excess of par value. . . . .       345,320,000      341,631,000
     Retained earnings . . . . . . . . . . .       195,500,000      180,950,000
                                                --------------   --------------
                                                   541,512,000      523,273,000
     Less treasury shares at cost. . . . . .       (16,475,000)     (31,504,000)
                                                --------------   --------------
Total stockholders' equity . . . . . . . . .       525,037,000      491,769,000
                                                --------------   --------------
Total liabilities and stockholders'
   equity. . . . . . . . . . . . . . . . . .    $1,414,753,000   $1,400,635,000
                                                --------------   --------------
                                                --------------   --------------

(1)  Restated due to pooling of interests transactions completed in the third
     quarter of 1996.







See Notes to Condensed Consolidated Financial Statements.


                                       F-2
<PAGE>

                       UNITED ASSET MANAGEMENT CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                            Three Months Ended                        Nine Months Ended
                                                               September 30,                            September 30,
                                                        ---------------------------               --------------------------
                                                        1996                1995(1)               1996               1995(1)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>                 <C>                 <C>

Cash flow from operating activities:
   Net income. . . . . . . . . . . . . . . .         $ 23,005,000        $ 17,059,000        $ 63,369,000        $ 48,370,000
   Adjustments to reconcile net
      income to net cash flow
      from operating activities:
      Amortization of cost assigned
          to contracts acquired. . . . . . .           24,292,000          24,570,000          77,654,000          68,432,000
      Depreciation . . . . . . . . . . . . .            2,638,000           1,871,000           6,749,000           4,938,000
      Other amortization . . . . . . . . . .              540,000             449,000           1,470,000           1,212,000
                                                   --------------        -------------       -------------       ------------
   Net income plus amortization and
      depreciation . . . . . . . . . . . . .           50,475,000          43,949,000         149,242,000         122,952,000
   Changes in assets and liabilities:
      Increase in investment advisory
          fees receivable. . . . . . . . . .          (16,120,000)         (8,912,000)        (16,660,000)        (38,042,000)
      Decrease (increase) in other
          current assets . . . . . . . . . .            1,534,000             237,000           2,845,000          (1,315,000)
      Increase (decrease)in accounts
          payable and accrued
          expenses . . . . . . . . . . . . .           (6,048,000)          8,051,000          10,703,000          20,867,000
      Increase in accrued
          compensation . . . . . . . . . . .           23,437,000          16,083,000          13,788,000          21,208,000
      Increase (decrease) in deferred
          income taxes . . . . . . . . . . .           (1,968,000)            801,000          (6,809,000)          5,338,000
                                                   --------------        -------------       -------------       ------------
Net cash flow from operating
    activities . . . . . . . . . . . . . . .           51,310,000          60,209,000         153,109,000         131,008,000
                                                   --------------        -------------       -------------       ------------
Cash flow used in investing
   activities:
   Cash additions to cost assigned
      to contracts acquired. . . . . . . . .              (20,000)           (201,000)           (123,000)        (40,862,000)
   Change in other assets. . . . . . . . . .           (6,976,000)         (4,308,000)        (13,690,000)        (15,619,000)
                                                   --------------        -------------       -------------       ------------
Net cash flow used in investing
   activities. . . . . . . . . . . . . . . .           (6,996,000)         (4,509,000)        (13,813,000)        (56,481,000)
                                                   --------------        -------------       -------------       ------------
Cash flow from (used in) financing
   activities:
   Purchase of treasury shares . . . . . . .          (10,358,000)        (12,088,000)        (40,021,000)        (31,894,000)
   Reductions in long-term
    debt, net. . . . . . . . . . . . . . . .           (8,241,000)        (19,367,000)        (18,839,000)        (14,788,000)
   Issuance or reissuance of equity
     securities. . . . . . . . . . . . . . .            2,844,000           2,128,000          20,024,000           8,837,000
   Dividends paid. . . . . . . . . . . . . .           (9,792,000)         (9,178,000)        (28,538,000)        (26,302,000)
                                                   --------------        -------------       -------------       ------------
Net cash flow used in financing
   activities. . . . . . . . . . . . . . . .          (25,547,000)        (38,505,000)        (67,374,000)        (64,147,000)
                                                   --------------        -------------       -------------       ------------
Effect of foreign exchange rate
   changes on cash flow. . . . . . . . . . .              182,000            (274,000)            104,000             228,000
                                                   --------------        -------------       -------------       ------------
Net increase in cash and cash
   equivalents . . . . . . . . . . . . . . .           18,949,000          16,921,000          72,026,000          10,608,000
Cash and cash equivalents at
   beginning of period . . . . . . . . . . .          178,525,000          84,647,000         125,448,000          90,960,000
                                                   --------------        -------------       -------------       ------------
Cash and cash equivalents at end
   of period . . . . . . . . . . . . . . . .         $197,474,000        $101,568,000        $197,474,000        $101,568,000
                                                   --------------        -------------       -------------       ------------
                                                   --------------        -------------       -------------       ------------
</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 September 30, 1996 and their results of
operations and cash flows for the three and nine-month periods ended September
30, 1996 and 1995.  These Financial Statements should be read in conjunction
with the Company's Current Report on Form 8-K filed on September 3, 1996.

Note 2

     Accumulated depreciation of fixed assets was $40,897,000 and $34,148,000
at September 30, 1996 and December 31, 1995, respectively.  The accumulated
amortization of cost assigned to contracts acquired was $443,290,000 and
$365,636,000 at September 30, 1996 and December 31, 1995, 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 September
30, 1996, the Company repurchased 445,400 shares of its common stock at a cost
of $10,358,000.  For the nine months ended September 30, 1996, common stock
repurchases totaled 1,803,400 shares at a cost of $40,021,000.  During the three
and nine-month periods ended September 30, 1996, exercises of warrants and stock
options resulted in the Company extinguishing subordinated notes, receiving cash
proceeds and issuing stock as follows:


                                   Three Months               Nine Months
                                      Ended                      Ended
                                September 30, 1996         September 30, 1996
                                ------------------         ------------------

     Subordinated notes
      extinguished                   $  505,000               $17,437,000
     Cash proceeds received          $2,474,000               $19,682,000
     Shares issued                            -                         -
     Treasury shares reissued           221,366                 2,788,138



As of September 30, 1996, the Company held 692,192 treasury shares.

     As of September 30, 1996, 9,967,000 warrants and 7,129,000 stock options
were outstanding at weighted average exercise prices of $20.40 and $16.16,
respectively.

Note 4

     The Company acquired Rogge Global Partners Plc and Clay Finlay Inc. on
August 28 and 29, 1996, respectively, in business combinations which have been
accounted for as poolings of interests.  Accordingly, the consolidated statement
of income and the condensed consolidated statement of cash flows for the three
and nine-month periods ended September 30, 1995, as well as the condensed
consolidated balance sheet at December 31, 1995 were restated to include the
accounts of Rogge Global Partners and Clay Finlay.

     Analytic Investment Management, Inc., an affiliated firm, acquired TSA
Capital Management on January 31, 1996 in a transaction that was accounted for
as a purchase.  The Company also acquired OSV Partners, Provident Investment
Counsel and


                                       F-4
<PAGE>

Pilgrim Baxter & Associates on April 22, 1996, February 15, 1995 and April 28,
1995, respectively, all in business combinations accounted for as purchases.

     If all the acquisitions described in the paragraphs above had been
consummated on January 1, 1995 and if revenue sharing plans had been in effect
and after certain other pro forma adjustments have been made, pro forma results
of operations for the nine months ended September 30, 1996 and 1995 would have
been as follows:

                                                  1996               1995
                                                  ----               ----

          Revenues                           $635,296,000      $549,249,000
          Net income                         $ 70,162,000      $ 57,973,000
          Primary earnings per share                 $.98              $.83
          Fully diluted earnings per share           $.97              $.82



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 are 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.

     During the third quarter of 1996, UAM experienced a net increase in assets
under management of $11.5 billion to a total of $166.5 billion as of September
30, 1996.  Acquisitions completed during the quarter and investment performance
added $9.5 billion and $3.3 billion, respectively.  Net client cash flow for the
quarter, a negative $1.3 billion, was higher than the prior quarter but
significantly less than in the 1995 third quarter.


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 68% of the Company's total assets as of September 30, 1996.
Amortization of cost assigned to contracts acquired, which is a non-cash charge,
represented 14% and 16% of the Company's operating expenses for the three and
nine-month periods ended September 30, 1996, respectively.  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, where the principal assets acquired are the
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 their 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
analyses 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.


                                       F-6
<PAGE>

                       UNITED ASSET MANAGEMENT CORPORATION
                                OPERATING RESULTS

                      NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   COMPARED TO
                      NINE MONTHS ENDED SEPTEMBER 30, 1995

     The 1996 and 1995 results of operations have been restated to reflect the
1996 acquisitions of Rogge Global Partners Plc and Clay Finlay Inc. which have
been accounted for as poolings of interests.

     Revenues increased 21% to $634,805,000 for the nine months ended
September 30, 1996, from $525,112,000 for the first nine months of 1995 due to
several factors.  This increase is the result of acquisitions, as well as the
impact of favorable portfolio performance achieved by UAM's affiliated firms
partially offset by the effect of net client cash outflows.  The revenues of
Provident Investment Counsel, Pilgrim Baxter & Associates and OSV Partners,
acquired February 15, 1995, April 28, 1995 and April 22, 1996, respectively,
have been included since their acquisition dates.

     Compensation and related expenses together with other operating expenses
increased 23% to $415,384,000 from $338,153,000 primarily reflecting the
acquisitions described in the preceding paragraph and higher compensation and
operating expenses earned at existing affiliates.  The amortization of cost
assigned to contracts acquired increased 13% to $77,654,000 from $68,432,000
primarily as a result of the acquisitions discussed above as well as 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.  After
consideration of related insurance proceeds, this event did not have a material
impact on the Company's consolidated results of operations.

     Interest expense decreased from $33,564,000 to $32,736,000, primarily due
to the decrease in the Company's average senior debt level.

     Income before income tax expense increased 29% to $111,013,000 from
$86,037,000, reflecting the net result of the circumstances discussed above.
The Company's estimated annual effective tax rate, prior to restating for the
pooling of interests transactions described above, approximated 43% for both of
the nine month periods ended September 30, 1996 and 1995.

     Net income increased 31% to $63,369,000 from $48,370,000 reflecting the
factors described above.  Fully diluted earnings per share increased 28% to $.88
from $.69, 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 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 increased to $1.07 from $.95 primarily as a result
of the acquisitions described above.

                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   COMPARED TO
                      THREE MONTHS ENDED SEPTEMBER 30, 1995

     The 1996 and 1995 results of operations have been restated to reflect the
1996 acquisitions of Rogge Global Partners Plc and Clay Finlay Inc. which have
been accounted for as poolings of interests.

     Revenues increased 18% to $219,618,000 for the three months ended
September 30, 1996, from $185,367,000 for the third quarter of 1995 due to
several factors.  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 net
client cash outflows.  The revenues of OSV Partners, acquired April 22, 1996,
have been included since its acquisition date.


                                       F-7
<PAGE>

     Compensation and related expenses together with other operating expenses
increased 23% to $145,523,000 from $118,665,000 primarily reflecting the
activity described above and higher compensation and operating expenses earned
at existing affiliates.  The amortization of cost assigned to contracts acquired
decreased from $24,570,000 to $24,292,000.

     Interest expense decreased from $12,697,000 to $10,941,000, primarily due
to the decrease in the Company's average senior debt level.

     Income before income tax expense increased 35% to $40,215,000 from
$29,840,000, reflecting the net result of the circumstances described above. The
Company's estimated annual effective tax rate approximated 43% for both the
three month periods ended September 30, 1996 and 1995.

     Net income increased 35% to $23,005,000 from $17,059,000 reflecting the
factors described above.  Fully diluted earnings per share increased 33% to $.32
for the third quarter of 1996 from $.24 in the third quarter of 1995, 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 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 increased to $.34 from $.33 primarily as a result of the activity
described above.


                  CHANGES IN FINANCIAL CONDITION AND LIQUIDITY

     The Company generated $149,242,000 and $50,475,000 in Operating Cash Flow
(net income plus amortization and depreciation) for the nine and three-month
periods ended September 30, 1996, respectively.  The primary use of this
Operating Cash Flow was to repurchase shares of the Company's common stock, to
pay dividends to shareholders and to fund the costs of acquisitions.  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 September 30, 1996, the Company had no
borrowings outstanding under its $500,000,000 Revolving Credit Agreement.

     Management believes that the Company's existing capital, together with
Operating Cash Flow and borrowings available under its revolving line of credit,
will provide the Company with sufficient resources to meet its present and
reasonably foreseeable future cash needs.  Management expects that the principal
need for financial resources will be to acquire additional investment management
firms, to fund commitments due or potentially due to existing affiliates, 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.



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