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                                                                   EXHIBIT 10.74


                            FIFTH AMENDMENT TO LEASE



         This FIFTH AMENDMENT TO LEASE ("FIFTH AMENDMENT") is made as of
December 31, 1997 by and between the TRUSTEES OF 60 STATE STREET TRUST under
Declaration of Trust dated September 10, 1970, recorded with Suffolk Deeds, Book
8389, Page 286, as amended, with an address of c/o Koll Management Services, 60
State Street, Boston, Massachusetts 02109 ("LANDLORD"), and THE PIONEER GROUP,
INC., having a mailing address of 60 State Street, Boston, Massachusetts 02109
("TENANT").

                                    RECITALS

         WHEREAS, Landlord and Tenant entered into a lease dated as of July 3,
1991, as amended by a certain First Amendment to Lease dated as of January 31,
1994, as further amended by a certain Second Amendment to Lease dated September
30, 1996, as further amended by a certain Third Amendment to Lease dated
November 15, 1996, and as further amended by a certain Fourth Amendment to Lease
dated September __, 1997 (collectively, the "LEASE"), for certain space
("PREMISES") on the 3rd, 4th, 5th, 6th, 14th, 17th, 18th and 19th floors of the
building commonly known as 60 State Street, Boston, Massachusetts (the
"BUILDING");

         WHEREAS, under the Lease, Tenant has the right to occupy approximately
7,120 rentable square feet of space on the sixth floor of the Building, as more
shown as the "Current Pioneer Space" on FIFTH AMENDMENT EXHIBIT A attached
hereto and made a part hereof ("FLOOR 6 PREMISES") until December 31, 1997;

         WHEREAS, pursuant to a lease by and between Landlord and Thornton Early
and Naumes ("THORNTON") dated as of April __, 1994 ("THORNTON LEASE"), Thornton
has the right to occupy the balance of the space on the sixth floor consisting
of approximately 15,287 rentable square feet of space, as more particularly
shown as the "Former Thornton Early and Naumes Space" on FIFTH AMENDMENT EXHIBIT
A attached hereto and made a part hereof ("REMAINING FLOOR 6 PREMISES") until
October 31, 1998;

         WHEREAS, Landlord and Tenant desire to amend the Lease (i) to extend
the term of the Lease with respect to the Floor 6 Premises until March 31, 2002,
(ii) to include the Remaining 6th Floor Premises within the Premises effective
as of the day after the effective date of the termination of the Thornton Lease
and continuing until March 31, 2002, and (iii) to amend certain terms and
conditions of the Lease as described below.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged and agreed, Landlord and Tenant hereby agree as follows:

   
         1.       SUBSTITUTE OPTION SPACE. Notwithstanding anything to the
                  contrary set forth in the Lease, Landlord and Tenant agree
                  that Tenant shall be deemed to have (A) exercised the
                  expansion option entitled "remaining two-thirds of 5" set
                  forth in Section 2.1.3(a) of the Lease as of January 1, 1999,
                  (B) exercised the expansion option entitled "remaining
                  one-half of 16" set forth in Section 2.1.3(a) of the Lease as
                  of January 1, 2000, (C) designated a total of 11,204 square
                  feet on the sixth floor (consisting of the entire Floor 6
                  Premises and 4,084 square feet of the Remaining 
    



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                  Floor 6 Premises, said 4,084 square foot portion of the
                  Remaining Floor 6 Premises is hereinafter referred to as
                  "SPACE A") as "Substitute Option Space" as of January 1, 1999
                  pursuant to Section 2.1.3(b) of the Lease, and (D) designated
                  a total of 11,203 square feet of the sixth floor (consisting
                  of the balance of the Remaining Floor 6 Premises and
                  hereinafter referred to as "SPACE B") as "Substitute Option
                  Space" as of January 1, 2000 pursuant to Section 2.1.3(b) of
                  the Lease. Tenant hereby acknowledges that as of January 1,
                  2000 Tenant will have taken possession of, designated and
                  commenced receiving the benefit of two full floors of
                  "Substitute Option Space" in accordance with the provisions of
                  Sections 2.1.3(a) and Section 2.1.3(b) of the Lease (44,814
                  rentable square feet of space on floors five and six).
                  Accordingly, as of the date hereof, Tenant shall have no
                  further right to designate "Substitute Option Space" pursuant
                  to Section 2.1.3(b) of the Lease, or relocate any such space
                  to another floor of the Building (provided that Tenant shall
                  be entitled to exercise relocation rights applicable to
                  "Substitute Option Space" for the 6th Floor Premises in the
                  event all or portions of the 16th floor become available for
                  leasing), it being understood and agreed that any future space
                  offered to Tenant by Landlord pursuant to Section 2.1.4. of
                  the Lease shall be offered at an Annual Fixed Rent of 90% of
                  Fair Rental Value.
    

         2.       FLOOR 6 PREMISES. The term for the Floor 6 Premises shall be
                  extended until March 31, 2002, unless earlier terminated as
                  set forth in the Lease. Annual Fixed Rent for the Floor 6
                  Premises shall be as follows:

                           (i) For the period from January 1, 1998 through
                  December 31, 1998, the Annual Fixed Rent for the Floor 6
                  Premises shall be $19.90 per rentable square foot;

                           (ii) For the period from January 1, 1999 through
                  March 31, 1999, the Annual Fixed Rent for the Floor 6 Premises
                  shall be $15.50 per rentable square foot;

                           (iii) For the period from April 1, 1999 through March
                  31, 2000, the Annual Fixed Rent for the Floor 6 Premises shall
                  be $16.25 per rentable square foot;

                           (iv) For the period from April 1, 2000 through March
                  31, 2001, the Annual Fixed Rent for the Floor 6 Premises shall
                  be $17.00 per rentable square foot; and

                           (v) For the period from April 1, 2001 through March
                  31, 2002, the Annual Fixed Rent for the Floor 6 Premises shall
                  be $17.75 per rentable square foot.

                  Tenant shall continue to pay additional rent for the Floor 6
                  Premises on the same terms and conditions as provided in the
                  Lease for the initial Premises.

   
                  All of the Floor 6 Premises shall constitute Additional Space
                  under the Lease.
    

         3.       LEASE OF REMAINING FLOOR 6 PREMISES. Landlord shall lease to
                  Tenant, and Tenant shall lease from Landlord, the Remaining
                  Floor 6 Premises (which consists of Space A and Space B) for a
                  term commencing on November 1, 1998 or the Delivery Date
                  (defined below), if applicable, and ending on March 31, 2002.
                  Annual Fixed Rent for the Remaining Floor 6 Premises shall be
                  as follows:


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                          (i) For the period from November 1, 1998 or the
                Delivery Date (defined below), if applicable, through December
                31, 1998, the Annual Fixed Rent for the entire Remaining Floor 6
                Premises shall be $19.90 per rentable square foot;

                          (ii) For the period from January 1, 1999 through March
                31, 1999, the Annual Fixed Rent for the Remaining Floor 6
                Premises shall be $15.50 per rentable square foot with respect
                to Space A and $19.90 per rentable square foot with respect to
                Space B;

                          (iii) For the period from April 1, 1999 through
                December 31, 1999, the Annual Fixed Rent for the Remaining Floor
                6 Premises shall be $16.25 per rentable square foot with respect
                to Space A and $19.90 per rentable square foot with respect to
                Space B;

                          (iv) For the period from January 1, 2000 through March
                31, 2000, the Annual Fixed Rent for the entire Remaining Floor 6
                Premises shall be $16.25 per rentable square foot;

                          (v) For the period from April 1, 2000 through March
                31, 2001, the Annual Fixed Rent for the entire Remaining Floor 6
                Premises shall be $17.00 per rentable square foot; and

                          (vi) For the period from April 1, 2001 through March
                31, 2002, the Annual Fixed Rent for the entire Remaining Floor 6
                Premises shall be $17.75 per rentable square foot.

                Tenant shall pay additional rent for the entire Remaining Floor
                6 Premises on the same terms and conditions as provided in the
                Lease for the initial Premises.

   
         4.     EARLY TERMINATION OF THORNTON LEASE. If Thornton contacts
                Landlord to request an early termination of the Thornton Lease,
                Landlord shall notify Tenant in writing of such request and the
                proposed termination date of the Thornton Lease ("PROPOSED
                TERMINATION DATE"). Landlord's notice shall specify any negative
                financial impact to Landlord in connection with the proposed
                termination of the Thornton Lease. Tenant shall have ten (10)
                days from the date of Landlord's notice to notify Landlord in
                writing as to whether Tenant wishes to accept possession of the
                Remaining Floor 6 Premises on the day after the Proposed
                Termination Date ("DELIVERY DATE"). If Tenant timely notifies
                Landlord of its intent to accept the Remaining Floor 6 Premises
                on the Delivery Date and compensates Landlord for the specified
                negative financial impact, if any, stated in Landlord's notice,
                Landlord shall enter into a lease termination agreement with
                Thornton to terminate the Thornton Lease on the Proposed
                Termination Date.
    

         5.     LANDLORD'S WORK ON THE REMAINING FLOOR 6 PREMISES.
                Notwithstanding any provisions of the Lease to the contrary
                including, without limitation, Sections 3.1 and 3.6, the
                Remaining Floor 6 Premises shall be delivered to Tenant
                broom-clean and in their then "AS IS" condition.

         6.     TENANT'S WORK ON THE REMAINING FLOOR 6 PREMISES. Commencing on
                November 1, 1998, or the Delivery Date, if applicable, Tenant
                shall have the right to construct improvements to the Remaining
                Floor 6 Premises, subject to Landlord's approval of Tenant's
                plans and specifications, which approval shall not be
                unreasonably with-

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                held or delayed, and subject to the other terms and conditions
                of the Lease including Section 3.5. All Tenant improvements to
                the Remaining Floor 6 Premises shall be performed at Tenant's
                sole cost and expense, and Landlord shall not be obligated to
                reimburse or otherwise compensate Tenant for such improvements.

   
         7.     ADDITIONAL PARKING SPACES. Pursuant to the Second Amendment to
                Lease, Tenant currently occupies one (1) non-reserved parking
                space in the Building garage. Commencing on November 1, 1998, or
                the Delivery Date, if applicable, Tenant shall be entitled to
                occupy six (6) additional non-reserved parking spaces in the
                Building garage at the then current market rates charged by the
                garage operator, bringing the total to seven (7) parking spaces
                for Floor 6, of which four (4) shall be reserved spaces. Tenant
                shall enter into a separate parking agreement with the garage
                operator with respect to the foregoing six additional parking
                spaces for the periods prior to January 1, 1999 (for four (4) of
                the Parking Spaces) and January 1, 2000 (for the remaining three
                (3) parking spaces); after such dates parking rent shall be
                governed by Section 2.5 of the Lease.
    

         8.     CAPITALIZED TERMS. Capitalized terms used herein but not defined
                shall have the meanings ascribed to them in the Lease.

         9.     RATIFICATION. Except as amended hereby, the terms and conditions
                of the Lease shall remain unaffected and the Lease shall remain
                in full force and effect.

        10.     CONTINGENCIES. This Fifth Amendment to Lease is specifically
                contingent upon (i) the receipt by Landlord of a written waiver
                by Hale and Dorr of its superior rights to the Floor 6 Premises
                and the Remaining Floor 6 Premises, and (ii) the delivery of the
                Remaining Floor 6 Premises from Thornton to Landlord on or
                before November 1, 1998 or the Delivery Date.


        EXECUTED under seal as of the date first set forth above.

                LANDLORD:           TRUSTEES OF 60 STATE STREET TRUST


                                    By: /s/ John A. Pirovano
                                        John A. Pirovano, as Trustee of 60 State
                                        Street Trust, for self and co-Trustees 
                                        but not individually

                TENANT:             THE PIONEER GROUP, INC.


                                    By: /s/ Diane Benson

                                        Its Vice President
                                        hereunto duly authorized



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                            FIFTH AMENDMENT EXHIBIT A

PLAN OF SIXTH FLOOR IDENTIFYING THE REMAINING FLOOR 6 PREMISES ("FORMER THORNTON
  EARLY AND NAUMES SPACE"), INCLUDING SPACE A AND SPACE B THEREOF AND THE FLOOR
                      6 PREMISES ("CURRENT PIONEER SPACE")


                       [Floor Plan Intentionally Omitted]





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                               CONSENT OF LENDERS

        The undersigned hereby acknowledge notice of the Fifth Amendment to
Lease between the Trustees of 60 State Street Trust and The Pioneer Group, Inc.
dated as of December 31, 1997 and consent thereto.



                                    CORNERSTONE PROPERTIES, INC.

                                    By: /s/ Scott M. Dalrimple

                                        its Vice President
                                        Hereunto duly authorized






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                               CONSENT OF LENDERS

        The undersigned hereby acknowledges notice of the Fifth Amendment to
Lease between the Trustees of 60 State Street Trust and The Pioneer Group, Inc.
dated as of December 31, 1997 and consent thereto.


                                    TEACHERS INSURANCE ANNUITY
                                    ASSOCIATION OF AMERICA


                                    By: /s/ Joan Herman

                                        its
                                        hereunto duly authorized






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