UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           SCHEDULE 13D

             Under the Securities Exchange Act of 1934
                       and (Amendment No. 1)

                UNITED ASSET MANAGEMENT CORPORATION
                         (Name of Issuer)

                  Common Stock, no par per share
                  (Title of Class of Securities)

                            909420 10 1  
                          (CUSIP Number)

                         D. Francis Finlay
                           John P. Clay
                       c/o Clay Finlay Inc.
                          200 Park Avenue
                     New York, New York 10166
                          (212) 557-7022
     (Name, Address and Telephone Number of Person Authorized
              to Receive Notices and Communications)

                         October 29, 1996
      (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box.
     [ ]

Check the following box if a fee is being paid with the statement.
     [ ]


                                SCHEDULE 13D


CUSIP No. 909420 10 1

1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

    (a)    D. Francis Finlay
    (b)    John P. Clay

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a)    [x]
    (b)    [ ]

3.  SEC USE ONLY

4.  SOURCE OF FUNDS
    OO

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)

6.  CITIZENSHIP OR PLACE OF ORGANIZATION
    (a)    UK
    (b)    US

NUMBER     7.  SOLE VOTING POWER
OF                 (a)     2,133,970
                   (b)     1,908,970

SHARES         8.  SHARED VOTING POWER
BENEFICIALLY       (a)     -0-
                   (b)     -0-

OWNED BY       9.  SOLE DISPOSITIVE POWER
EACH               (a)     2,133,970
                   (b)     1,908,970

REPORTING  10.     SHARED DISPOSITIVE POWER
PERSON WITH        (a)     -0-
                   (b)     -0-

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   (a)     2,133,970
                   (b)     1,908,970

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                   (a)     3.08%
                   (b)     2.76%

14.  TYPE OF REPORTING PERSON
                   (a)     IN
                   (b)     IN


     This Amendment No. 1 filed by the Reporting Person amends a
report on Schedule 13D filed September 12, 1996.

Item 1.   SECURITY AND ISSUER

     No change.


Item 2.   IDENTITY AND BACKGROUND

     No change.


Item 3.   SOURCE AND AMOUNT OF FUNDS.

     No change.


Item 4.   PURPOSE OF TRANSACTION

     No change.


Item 5.   INTEREST IN SECURITIES OF THE COMPANY.

     (a)  Mr. Finlay beneficially owns an aggregate of 2,133,970
shares of Common Stock, such amount representing approximately
3.08% of the shares of Common Stock outstanding.  Mr. Clay
beneficially owns an aggregate of 1,908,970 shares of Common Stock,
such amount representing approximately 2.76% of the shares of
Common Stock outstanding, of which 28,080 shares are held by trust
of which the wife of Mr. Clay is the grantor.  Certain other
individuals also party to the Continuity of Interest Agreements
referred to in Item 7 own an aggregate of 741,723 shares of Common
Stock, such amount representing 1.07% of the shares of Common Stock
outstanding. 

     (b)  Each of Messrs.  Finlay and Clay holds sole power to vote
and direct the disposition of all shares of Common Stock
beneficially owned by each of them set forth in Item 5(a),
respectively.

     (c)  No transactions in the Common Stock were effected by the
Reporting Persons during the past 60 days other than: 

          (i)  Mr. Finlay sold 275,000 shares of Common Stock on
October 29, 1996 at a price per share of $24.375.  Such transaction
was effected in a brokers' transaction as defined in Section 4(4)
of the Securities Act of 1933.

          (ii) Mr. Clay sold 500,000 shares of Common Stock on
October 29, 1996 at a price per share of $24.375.  Such transaction
was effected in a brokers' transaction as defined in Section 4(4)
of the Securities Act of 1933.

     (d)  A trust of which the wife of Mr. Clay is the grantor
holds 28,080 shares of Common Stock beneficially owned by Mr. Clay
and has the right to receive dividends on and proceeds from the
sale of such shares.

     (e)  Not applicable.


Item 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
          WITH RESPECT TO SECURITIES OF THE ISSUER.

     No change.


Item 7.   EXHIBITS.

     No change.

                                  SIGNATURE

     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.



                          /s/ D. Francis Finlay                   
         
                          D. Francis Finlay
                          

                          /s/ John P. Clay                        
         
                          John P. Clay

Date:     November 18, 1996