8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 25, 2000


                       United Asset Management Corporation
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                001-9215                04-2714625
       -------------------        ----------             --------------
    (State of Incorporation)     (Commission             (IRS Employer
                                 File Number)          Identification No.)


One International Place, Boston, MA                           02110
- -----------------------------------                        ----------
(Address of Principal Executive Offices)                   (Zip Code)

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






ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

      (a) On September 25, 2000, pursuant to the Agreement and Plan of Merger
(the "Merger Agreement") by and among United Asset Management Corporation, a
Delaware corporation (the "Company"), Old Mutual plc, an English public limited
company ("Old Mutual"), and OM Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Old Mutual ("Purchaser"), Purchaser completed its
tender offer (the "Offer") for all of the outstanding shares of Common Stock,
par value $0.01 per share, of the Company (the "Shares"), at a purchase price of
$25 per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Merger Agreement, and accepted for
payment all of the Shares tendered pursuant thereto. As a result of the Offer,
Purchaser and Old Mutual own approximately 93% of the 58,348,859 Shares.

      The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the Delaware General Corporation Law (the "DGCL"), Purchaser will be merged with
and into the Company (the "Merger"), and at the effective time of the Merger
each Share outstanding (other than Shares owned by Old Mutual or Purchaser and
Shares held by stockholders, if any, who did not vote in favor of the Merger
Agreement and who comply with all of the relevant provisions of Section 262 of
the DGCL relating to dissenters' rights of appraisal) will be converted into the
right to receive the Offer Price, as adjusted, or any greater amount per Share
paid pursuant to the Offer. In light of the fact that Purchaser owns in excess
of 90% of the outstanding Shares, the Merger can be effected without any further
shareholder action or waiting period, and is expected to be completed promptly.

      Pursuant to the terms of the Merger Agreement, Messrs. Eric Anstee, Kevin
Carter, Michael Levitt and Brian Baskir have been designated for election and
elected to the Board of Directors of the Company, giving Purchaser majority
representation on the Company Board.

      (b)   Not applicable.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   Exhibits.  The following exhibit is filed as part of this report:

            99.1     Press Release of Old Mutual plc and United Asset
                     Management Corporation, dated September 26, 2000.





                                    SIGNATURE


            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


Dated: September 26, 2000

                                       UNITED ASSET MANAGEMENT CORPORATION


                                       By: /s/ Joseph R. Ramrath
                                           --------------------------------
                                           Name:    Joseph R. Ramrath
                                           Title:   Senior Vice President,
                                                    General Counsel and
                                                    Secretary





                                  EXHIBIT INDEX

Exhibit
Number                        Description
- -------                       -----------

Exhibit 99.1      Press Release of Old Mutual plc and United Asset
                  Management Corporation, dated September 26, 2000.

EX-99.1

                                                                    EXHIBIT 99.1


OLD MUTUAL PLC COMPLETES ACQUISITION OF UNITED ASSET MANAGEMENT CORPORATION, ONE
OF THE WORLD'S LARGEST INVESTMENT MANAGEMENT ORGANISATIONS FOR $25 PER SHARE

26 September 2000.  Old Mutual plc has today announced the closure of the
tender offer for United Asset Management Corporation (NYSE: UAM).

At the expiration of the tender offer at 5:00 p.m. EDT September 25, 2000, Old
Mutual accepted shares of UAM representing approximately 93% of the outstanding
common stock of UAM at a purchase price of $25 net per share.

Old Mutual intends to complete a "short form" second-step merger at $25 net per
share as soon as practicable, following which UAM will become a wholly owned
subsidiary of Old Mutual. The acquisition of United Asset Management will
increase Old Mutual's assets under management to approximately $275 billion and
is consistent with its goal of creating a world-class asset management business.

UAM is one of the largest independent asset management organisations in the
world providing a broad range of investment management services. These services
are offered through a diverse group of affiliated firms. It is Old Mutual's
intention that the affiliates within the group will retain autonomy in
investment philosophy, process and style, client relationships and brand and
franchise positioning.

Kevin Carter, formerly Chief Executive of OMAM (UK) has been appointed to the US
operations. Together with Jim Orr of UAM, he will head a small high level team
of executives that will operate out of Boston. This will be a joint team
comprising existing OMAM and UAM senior executives that will be responsible for
developing US strategy.

Mike Levett, Chairman of Old Mutual commented: "We are delighted to have closed
our acquisition of UAM. This enhances Old Mutual's position as a leading
financial institution by substantially broadening and diversifying our
geographic reach and business capabilities."

Eric Anstee, head of Old Mutual's asset management businesses said: "This
important step is fundamental to building our international asset management
capabilities. The acquisition advances our international growth strategy and our
presence in major money centres, builds on our multi-style capability and
leverages multi-channel distribution. We can now develop the strengths of UAM -
its asset management talent, its strong client base and its existing well-known
brands."

Jim Orr, President of UAM said: "As a result of today's transaction with Old
Mutual, UAM's affiliates and their clients will benefit from the strength and
growing reach of this leading financial services firm. We are looking forward to
making a significant contribution to the success of our combined organisations."