UNITED ASSET MANAGEMENT CORP 10-K

FORM 10-K

FIFTH AMENDMENT TO UAM PROFIT SHARING AND 401(K)

SECOND AMENDED AND RESTATED CONSULTING AGREEMENT

1ST AMEND OF 11/29/99 TO EMPLOYMENT AGREEMENT

SALARY CONTINUATION PLAN

CALCULATION OF EARNINGS (LOSS) PER SHARE

ANNUAL REPORT TO STOCKHOLDERS

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF INDEPENDENT ACCOUNTANTS

RISK FACTORS

FINANCIAL DATA SCHEDULE