<PAGE>
This supplement to the
Prospectus contained in a
Registration Statement on Form
S-3, SEC Registration No. 333-
11395, is being filed pursuant to
Rule 424(b)(3).
Supplement
to
Prospectus Dated September 13, 1996
1,727,499 Shares of
United Asset Management Corporation
Common Stock
($.01 par value)
This Prospectus Supplement supplements the Prospectus (the "Prospectus")
dated September 13, 1996, included in a Registration Statement on Form S-3
filed with the Securities and Exchange Commission. Reference should be made to
such Registration Statement, the information incorporated therein by
reference and exhibits thereto for further information with respect to the
business and operations of United Asset Management Corporation and the shares
of Common Stock of such corporation covered by such Prospectus as
supplemented. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Prospectus.
The date of this Prospectus Supplement is
October 29, 1996
<PAGE>
SELLING STOCKHOLDERS
On October 29, 1996, Bear Stearns & Co., Inc. ("Bear Stearns") purchased
from certain of the Selling Stockholders an aggregate of 600,000 of the
Shares at a net price of $24.00. Bear Stearns will resell the shares in any
manner that any of the Selling Stockholders could sell such Shares pursuant
to the Prospectus. Any compensation in the form of discounts, fees or
commissions from the Selling Stockholders and any profits on the sale of such
Shares may be deemed underwriting discounts and commissions.
