SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number 001-13459

AFFILIATED MANAGERS GROUP, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 04-3218510
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)

TWO INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS 02110
----------------------------------------------------
(Address of principal executive offices)

(617) 747-3300
--------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Number of shares of the Registrant's Common Stock outstanding at August
13, 1999: 23,282,747 including 1,492,079 shares of Class B Non-Voting Common
Stock. Unless otherwise specified, the term Common Stock includes both Common
Stock and Class B Non-Voting Common Stock.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

December 31, June 30,
1998 1999
--------- ---------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents ................................. $ 23,735 $ 32,149
Investment advisory fees receivable ....................... 66,939 42,476
Other current assets ...................................... 5,137 5,789
--------- ---------
Total current assets ................................ 95,811 80,414

Fixed assets, net ............................................ 8,001 12,068
Equity investment in Affiliate ............................... 1,340 1,312
Acquired client relationships, net of accumulated amortization
of $13,870 and $18,487 .................................... 169,065 192,246
Goodwill, net of accumulated amortization of $23,191
and $29,425 ............................................... 321,409 391,105
Notes receivable from related parties ........................ 2,800 5,128
Other assets ................................................. 6,908 8,121
--------- ---------
Total assets ......................................... $ 605,334 $ 690,394
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities ..................... $ 42,617 $ 42,967
Notes payable to related parties ............................. 22,000 --
--------- ---------
Total current liabilities ............................ 64,617 42,967

Senior bank debt ............................................. 190,500 174,000
Deferred taxes ............................................... 10,410 14,797
Other long-term liabilities .................................. 1,204 1,297
Subordinated debt ............................................ 800 800
--------- ---------
Total liabilities .................................... 267,531 233,861

Minority interest ............................................ 24,148 24,286

Stockholders' equity:

Convertible stock ............................................ 30,992 --
Common stock ................................................. 177 235
Additional paid-in capital on common stock ................... 273,413 405,995
Accumulated other comprehensive income ....................... 16 (99)
Accumulated earnings ......................................... 11,669 28,728
--------- ---------
316,267 434,859
Less treasury shares ......................................... (2,612) (2,612)
Total stockholders' equity .............................. 313,655 432,247
--------- ---------
Total liabilities and stockholders' equity .............. $ 605,334 $ 690,394
========= =========

The accompanying notes are an integral part
of the consolidated financial statements.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------------- ----------------------------
1998 1999 1998 1999
------------ ------------ ------------ ------------

Revenues ............................... $ 56,586 $ 78,577 $ 102,309 $ 146,704
Operating expenses:
Compensation and related expenses ... 19,463 26,292 36,078 50,714
Amortization of intangible assets ... 4,518 5,596 8,347 10,851
Depreciation and other amortization . 600 1,144 1,113 1,891
Selling, general and administrative . 7,857 13,312 14,640 23,169
Other operating expenses ............ 1,915 1,995 3,205 3,994
------------ ------------ ------------ ------------
34,353 48,339 63,383 90,619
------------ ------------ ------------ ------------
Operating income ............. 22,233 30,238 38,926 56,085

Non-operating (income) and expenses:
Investment and other income ......... (530) (746) (841) (1,658)
Interest expense .................... 3,929 2,811 7,003 6,256
------------ ------------ ------------ ------------
3,399 2,065 6,162 4,598
------------ ------------ ------------ ------------
Income before minority interest and
income taxes ........................ 18,834 28,173 32,764 51,487
Minority interest ...................... (8,976) (12,046) (15,469) (22,574)
------------ ------------ ------------ ------------
Income before income taxes ............. 9,858 16,127 17,295 28,913
Income taxes ........................... 3,943 6,612 6,918 11,854
------------ ------------ ------------ ------------
Net income ............................. $ 5,915 $ 9,515 $ 10,377 $ 17,059
============ ============ ============ ============

Net income per share - basic ........... $ 0.34 $ 0.41 $ 0.59 $ 0.81
Net income per share - diluted ......... $ 0.30 $ 0.41 $ 0.55 $ 0.77

Average shares outstanding - basic ..... 17,621,371 23,278,438 17,605,896 21,162,488
Average shares outstanding - diluted ... 19,716,449 23,427,243 18,935,919 22,068,094

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
(UNAUDITED)

For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------- -------------------
1998 1999 1998 1999
-------- -------- -------- --------

Net income ................. $ 5,915 $ 9,515 $ 10,377 $ 17,059
Foreign currency translation
adjustment, net of taxes 2 (50) 38 (115)
-------- -------- -------- --------
Comprehensive income ....... $ 5,917 $ 9,465 $ 10,415 $ 16,944
======== ======== ======== ========

The accompanying notes are an integral part of the
consolidated financial statements.

AFFILIATED MANAGERS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

For the Six Months
Ended June 30,
----------------------
1998 1999
--------- ---------

Cash flow from operating activities:
Net income .................................................................... $ 10,377 $ 17,059
Adjustments to reconcile net income to net cash flow from operating activities:
Amortization of intangible assets ............................................. 8,347 10,851
Depreciation and other amortization ........................................... 1,113 1,891
Deferred income tax provision ................................................. -- 4,387
Changes in assets and liabilities:
(Increase) decrease in investment advisory fees receivable .................... (7,357) 33,644
Increase in other current assets .............................................. (245) (342)
Increase (decrease) in accounts payable, accrued expenses and other liabilities 9,412 (10,863)
Minority interest ............................................................. 3,693 138
--------- ---------
Cash flow from operating activities .................................... 25,340 56,765
--------- ---------

Cash flow used in investing activities:
Purchase of fixed assets ...................................................... (1,860) (3,906)
Costs of investments, net of cash acquired .................................... (64,000) (104,068)
Distribution received from Affiliate equity investment ........................ 263 366
Increase in other assets ...................................................... (689) (1,269)
Loans to related parties ...................................................... -- (2,328)
--------- ---------
Cash flow used in investing activities .................................. (66,286) (111,205)
--------- ---------

Cash flow from financing activities:
Borrowings of senior bank debt ................................................ 72,300 130,300
Repayments of senior bank debt ................................................ (17,500) (146,800)
Repayments of notes payable ................................................... -- (22,000)
Issuance (repurchase) of equity securities .................................... (5) 101,649
Debt issuance costs ........................................................... (76) (180)
--------- ---------
Cash flow from financing activities ..................................... 54,719 62,969

Effect of foreign exchange rate changes on cash flow ............................. 38 (115)
Net increase in cash and cash equivalents ........................................ 13,811 8,414
Cash and cash equivalents at beginning of period ................................. 22,766 23,735
--------- ---------
Cash and cash equivalents at end of period ....................................... $ 36,577 $ 32,149
========= =========

Supplemental disclosure of non-cash financing activities:

Stock issued in acquisitions .................................................. $ 30,992 $ --

The accompanying notes are an integral part of the
consolidated financial statements.

1. BASIS OF PRESENTATION

The consolidated financial statements of Affiliated Managers Group,
Inc. (the "Company" or "AMG") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The year end condensed
balance sheet data was derived from audited financial statements, but does not
include all of the disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Certain prior year amounts have been reclassified to conform to the
current year presentation. Operating results for interim periods are not
necessarily indicative of the results that may be expected for the full year.
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 includes additional information about AMG, its operations, and its
financial position, and should be read in conjunction with this quarterly report
on Form 10-Q.

2. ACQUISITIONS

On April 1, 1999, the Company completed an investment in substantially
all of the ownership interests in The Managers Funds LLC, which serves as the
adviser to a family of nine equity and fixed income no-load mutual funds. This
transaction was accounted for under the purchase method of accounting.

3. INCOME TAXES

A summary of the provision for income taxes is as follows (in
thousands):

Three Months Ended June 30,
---------------------------
1998 1999
----------- --------

Federal: Current............................. $ -- $ 3,814
Deferred............................ 3,371 1,725
State: Current............................. 91 701
Deferred............................ 481 372
----------- --------
Provision for income taxes......................... $ 3,943 $ 6,612
=========== ========

4. EARNINGS PER SHARE

The calculation for the basic earnings per share is based on the
weighted average of common shares outstanding during the period. The calculation
for the diluted earnings per share is based on the weighted average of common
and common equivalent shares outstanding during the period. The following is a
reconciliation of the numerators and denominators of the basic and diluted EPS
computations.

Three Months Ended June 30,
-------------------------
1998 1999
----------- -----------

Numerator:
Net income ................................ $ 5,915,000 $ 9,515,000

Denominator:
Average shares outstanding - basic ........ 17,621,371 23,278,438
Convertible stock ......................... 1,750,942 --
Stock options and unvested restricted stock 344,136 148,805
----------- -----------
Average shares outstanding - diluted ...... 19,716,449 23,427,243
=========== ===========

Net income per share:
Basic ..................................... $ 0.34 $ 0.41
Diluted ................................... $ 0.30 $ 0.41

In March 1998, the Company issued 1,750,942 shares of Series C
Convertible Stock in completing its investment in Essex Investment Management
Company, LLC. Each share converted into one share of Common Stock on March 20,
1999. The shares of Common Stock converted on that date have been included in
the calculation of basic shares outstanding for the three months ended June 30,
1999.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

WHEN USED IN THIS FORM 10-Q AND IN OUR FUTURE FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, IN OUR PRESS RELEASES AND IN ORAL STATEMENTS
MADE WITH THE APPROVAL OF AN AUTHORIZED EXECUTIVE OFFICER, THE WORDS OR PHRASES
"WILL LIKELY RESULT", "ARE EXPECTED TO", "WILL CONTINUE", "IS ANTICIPATED",
"BELIEVES", "ESTIMATE", "PROJECT" OR SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO CERTAIN
RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED UNDER THE CAPTION
"BUSINESS-CAUTIONARY STATEMENTS" IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1998, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM HISTORICAL EARNINGS AND THOSE PRESENTLY ANTICIPATED OR PROJECTED. WE WISH
TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. WE WISH TO ADVISE READERS THAT
THE FACTORS UNDER THE ABOVE DESCRIBED CAPTION "BUSINESS - CAUTIONARY STATEMENTS"
COULD AFFECT OUR FINANCIAL PERFORMANCE AND COULD CAUSE OUR ACTUAL RESULTS FOR
FUTURE PERIODS TO DIFFER MATERIALLY FROM ANY OPINIONS OR STATEMENTS EXPRESSED
WITH RESPECT TO FUTURE PERIODS IN ANY CURRENT STATEMENTS.

IN ADDITION, THE DISCUSSION AND ANALYSIS WITH RESPECT TO THE YEAR 2000
(AS DESCRIBED MORE FULLY BELOW), INCLUDING (I) OUR EXPECTATIONS OF WHEN ALL
RELEVANT INTERNAL AND EXTERNAL SYSTEMS WILL BE ABLE TO HANDLE DATES BEYOND 1999
(GENERALLY DESCRIBED AS "YEAR 2000 COMPLIANCE"), (II) OUR ESTIMATES OF THE COSTS
INVOLVED IN ACHIEVING YEAR 2000 COMPLIANCE AND (III) OUR BELIEF THAT THE COSTS
WILL NOT BE MATERIAL TO OPERATING RESULTS, ARE BASED ON OUR ESTIMATES WHICH, IN
TURN, ARE BASED UPON A NUMBER OF ASSUMPTIONS REGARDING FUTURE EVENTS, INCLUDING
THIRD PARTY MODIFICATION PLANS AND THE AVAILABILITY OF CERTAIN RESOURCES. THERE
CAN BE NO GUARANTEE THAT THESE ESTIMATES WILL BE ACHIEVED, AND ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM OUR ESTIMATES. SPECIFIC FACTORS WHICH MIGHT CAUSE
SUCH MATERIAL DIFFERENCES WITH RESPECT TO THE YEAR 2000 INCLUDE, BUT ARE NOT
LIMITED TO, THE FAILURE OF THIRD PARTY PROVIDERS TO ACHIEVE REPRESENTED OR
STATED LEVELS OF YEAR 2000 COMPLIANCE, AVAILABILITY AND COST OF PERSONNEL
TRAINED IN THIS AREA, THE ABILITY TO LOCATE AND CORRECT ALL RELEVANT COMPUTER
CODES, AND SIMILAR UNCERTAINTIES.

WE WILL NOT UNDERTAKE AND WE SPECIFICALLY DISCLAIM ANY OBLIGATION TO
RELEASE PUBLICLY THE RESULT OF ANY REVISIONS WHICH MAY BE MADE TO ANY
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF
SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF EVENTS, WHETHER OR NOT
ANTICIPATED.

OVERVIEW

We buy and hold equity interests in mid-sized investment management
firms (our "Affiliates") and currently derive all of our revenues from those
firms. We hold investments in 14 Affiliates that in aggregate managed $70.9
billion in assets at June 30, 1999. Our most recent investments were in Davis
Hamilton Jackson & Associates, L.P. ("DHJA") in December 1998, Rorer Asset
Management, LLC ("Rorer") in January 1999 and The Managers Funds LLC
("Managers") in April 1999.

We have a revenue sharing arrangement with each of our Affiliates
(other than Managers) which allocates a specified percentage of revenues
(typically 50-70%) for use by management of that Affiliate in paying operating
expenses, including salaries and bonuses (the "Operating Allocation"). The
remaining portion of revenues of each such Affiliate, typically 30-50% (the
"Owners' Allocation"), is allocated to the owners of that Affiliate (including
AMG), generally in proportion to their ownership of the Affiliate. One of the
purposes of our revenue sharing arrangements is to provide ongoing incentives
for the managers of these Affiliates by allowing them:

- - to participate in their firm's growth through their compensation from the
Operating Allocation,

- - to receive a portion of the Owners' Allocation based on their ownership
interest in the Affiliate, and

- - to control operating expenses, thereby increasing the portion of the
Operating Allocation which is available for growth initiatives and bonuses
for management of such Affiliate.

Under the revenue sharing arrangements, the managers of our Affiliates
have an incentive to both increase revenues of the Affiliate (thereby increasing
the Operating Allocation and their Owners' Allocation) and to control expenses
of the Affiliate (thereby increasing the excess Operating Allocation).

The revenue sharing arrangements allow us to participate in the revenue
growth of our Affiliates because we receive a portion of the additional revenue
as our share of the Owners' Allocation. However, we participate in that growth
to a lesser extent than the managers of our Affiliates, because we do not share
in the growth of the Operating Allocation.

Under the organizational documents of the Affiliates (other than
Managers), the allocations and distributions of cash to us generally take
priority over the allocations and distributions to the other owners of the
Affiliates. This further protects us if there are any expenses in excess of the
Operating Allocation of an Affiliate. Thus, if an Affiliate's expenses exceed
its Operating Allocation, the excess expenses first reduce the portion of the
Owners' Allocation allocated to the Affiliate's management owners, until that
portion is eliminated, and then reduce the portion allocated to us. Unlike all
other Affiliates, Managers is not subject to a revenue sharing arrangement. As a
result, we participate fully in any increase or decrease in the revenues or
expenses of Managers.

The portion of our Affiliates' revenues which is included in their
Operating Allocation and retained by them to pay salaries, bonuses and other
operating expenses, as well as the portion of our Affiliates' revenues which are
included in their Owners' Allocation and distributed to us and the other owners
of the Affiliates, are included as "revenues" on our Consolidated Statements of
Operations. The expenses of our Affiliates which are paid out of the Operating
Allocation, as well as our holding company expenses which we pay out of the
amounts of the Owners' Allocation which we receive from the Affiliates, are both
included in "operating expenses" on our Consolidated Statements of Operations.
Since Managers is not subject to a revenue sharing arrangement, all revenues and
expenses of Managers are consolidated into the revenues and operating expenses
in our Consolidated Statements of Operations. The portion of our Affiliates'
revenues which is allocated to owners of the Affiliates other than us is
included in "minority interest" on our Consolidated Statements of Operations.

The EBITDA Contribution of an Affiliate represents the Owners'
Allocation of that Affiliate allocated to AMG (or, in the case of Managers, the
income allocated to AMG) before interest, taxes, depreciation and amortization
of that Affiliate. EBITDA Contribution does not include our holding company
expenses.

Our revenues are generally derived from the provision of investment
management services for fees by our Affiliates. Investment management fees are
usually determined as a percentage fee charged on periodic values of a client's
assets under management. Certain of the Affiliates bill advisory fees for all or
a portion of their clients based

upon assets under management valued at the beginning of a billing period ("in
advance"). Other Affiliates bill advisory fees for all or a portion of their
clients based upon assets under management valued at the end of the billing
period ("in arrears"), while mutual fund clients are billed based upon daily
assets. Advisory fees billed in advance will not reflect subsequent changes in
the market value of assets under management for that period. Conversely,
advisory fees billed in arrears will reflect changes in the market value of
assets under management for that period. In addition, several of the Affiliates
charge performance-based fees to certain of their clients; these
performance-based fees result in payments to the applicable Affiliate if
specified levels of investment performance are achieved. All references to
"assets under management" include assets directly managed as well as assets
underlying overlay strategies which employ futures, options or other derivative
securities to achieve a particular investment objective.

Our level of profitability will depend on a variety of factors
including principally: (i) the level of Affiliate revenues, which is dependent
on the ability of our existing and future Affiliates to maintain or increase
assets under management by maintaining their existing investment advisory
relationships and fee structures, marketing their services successfully to new
clients, and obtaining favorable investment results; (ii) a variety of factors
affecting the securities markets generally, which could potentially result in
considerable increases or decreases in the assets under management at our
Affiliates; (iii) the receipt of Owners' Allocation, which is dependent on the
ability of our existing and future Affiliates to maintain certain levels of
operating profit margins; (iv) the availability and cost of the capital with
which we finance our existing and new investments; (v) our success in attracting
new investments and the terms upon which such transactions are completed; (vi)
the level of intangible assets and the associated amortization expense resulting
from our investments; (vii) the level of expenses incurred for holding company
operations, including compensation for its employees; and (viii) the level of
taxation to which we are subject. Each of the foregoing are, to some extent,
dependent on factors (including general securities market conditions, as
noted above) which are not in our control.

Assets under management were $70.9 billion at June 30, 1999 versus
$64.2 billion at March 31, 1999 and $57.7 billion at December 31, 1998. The
increase in assets under management during the quarter was partially related to
the closing of our investment in Managers ($1.7 billion) in April 1999. During
the quarter net client cash flows for directly managed assets contributed $997.4
million of the increase while overlay assets (which generally carry lower fees
than directly managed assets) declined $404.0 million. Positive investment
performance accounted for the remaining $4.4 billion increase in assets under
management during the quarter. Year to date growth was driven by our investments
in Rorer ($4.4 billion) and Managers and $1.4 billion of net client cash flows
from directly managed assets (offset by $1.5 billion in declines in overlay
assets). Positive investment performance of $7.2 billion increased assets under
management year to date.

Our investments have been accounted for under the purchase method of
accounting under which goodwill is recorded for the excess of the purchase price
for the acquisition of interests in Affiliates over the fair value of the net
assets acquired, including acquired client relationships.

As a result of our investments, intangible assets, consisting of
acquired client relationships and goodwill, constitute a substantial percentage
of our consolidated assets. As of June 30, 1999, our total assets were
approximately $690.4 million, of which approximately $192.2 million consisted of
acquired client relationships and $391.1 million consisted of goodwill.

The amortization period for intangible assets for each investment is
assessed individually, with amortization periods for our investments to date
ranging from eight to 28 years in the case of acquired client relationships and
15 to 35 years in the case of goodwill. In determining the amortization period
for intangible assets acquired, we consider a number of factors including: the
firm's historical and potential future operating performance and rate of
attrition among clients; the stability and longevity of existing client
relationships; the firm's recent, as well as long-term, investment performance;
the characteristics of the firm's products and investment styles; the stability
and depth of the firm's management team and the firm's history and perceived
franchise or brand value. We perform a quarterly evaluation of intangible assets
on an investment-by-investment basis to determine whether there has been any
impairment in their carrying value or their useful lives. If impairment is
indicated, then the carrying amount of intangible assets, including goodwill,
will be reduced to their fair values.

While amortization of intangible assets has been charged to the results
of operations and is expected to be a continuing material component of our
operating expenses, management believes it is important to distinguish this

expense from other operating expenses since such amortization does not require
the use of cash. Because of this, and because our distributions from our
Affiliates are based on their Owners' Allocation, we have provided additional
supplemental information in this report for "cash" related earnings, as an
addition to, but not as a substitute for, measures related to net income. Such
measures are (i) EBITDA, which we believe is useful to investors as an indicator
of our ability to service debt, to make new investments and meet working capital
requirements, and (ii) EBITDA as adjusted, which we believe is useful to
investors as another indicator of funds available which may be used to make new
investments, to repay debt obligations, to repurchase shares of our Common Stock
or pay dividends on our Common Stock (although the Company has no current plans
to pay dividends).

THE THREE MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THE THREE MONTHS ENDED JUNE
30, 1998

The Company had net income of $9.5 million for the quarter ended June
30, 1999 compared to net income of $5.9 million for the quarter ended June 30,
1998. The increase in net income resulted primarily from the growth in EBITDA
contribution from existing Affiliates and also from investments in new
Affiliates. The Company invested in DHJA, Rorer and Managers on December 31,
1998, January 6, 1999, and April 1, 1999, respectively.

Total revenues for the quarter ended June 30, 1999 were $78.6 million,
an increase of $22.0 million over the quarter ended June 30, 1998, primarily as
a result of the investments in new Affiliates and also from the growth in
revenues from existing Affiliates.

Total operating expenses increased by $13.9 million to $48.3 million
for the quarter ended June 30, 1999 from $34.4 million for the quarter ended
June 30, 1998. Compensation and related expenses increased by $6.8 million,
selling, general and administrative expenses increased by $5.5 million, and
amortization of intangible assets increased by $1.1 million. The increases in
operating expenses were primarily due to the investments in the new Affiliates
and also from the growth in the Operating Allocation related to the growth in
revenues from existing Affiliates.

Interest expense decreased by $1.1 million to $2.8 million for the
quarter ended June 30, 1999 from $3.9 million for the quarter ended June 30,
1998. The reduction in interest expense was partially from repayments of
senior bank debt generated from the net proceeds from our public offering of
Common Stock in March 1999 (as described below) and cash flow from ongoing
operations, offset by borrowings related to new investments. In addition,
interest expense decreased due to a favorable interest rate environment.

Minority interest increased by $3.0 million to $12.0 million for the
quarter ended June 30, 1999 from $9.0 million for the quarter ended June 30,
1998. This increase was primarily a result of the addition of new Affiliates and
also from the growth in revenues from existing Affiliates as described above.

Income tax expense was $6.6 million for the quarter ended June 30, 1999
compared to $3.9 million for the quarter ended June 30, 1998. The change in tax
expense was primarily related to an increase in income before taxes.

EBITDA increased by $6.8 million to $25.7 million for the quarter ended
June 30, 1999 from $18.9 million for the quarter ended June 30, 1998, primarily
as a result of the investments in new Affiliates and also from the growth in
revenues from existing Affiliates as described above.

EBITDA as adjusted increased by $5.3 million to $16.3 million for the
quarter ended June 30, 1999 from $11.0 million for the quarter ended June 30,
1998 as a result of the factors affecting net income as described above.

THE SIX MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30,
1998

The Company had net income of $17.1 million for the six months ended
June 30, 1999 compared to net income of $10.4 million for the six months ended
June 30, 1998. The increase in net income resulted mostly from EBITDA
contribution from new investments made during and subsequent to the first six
months of 1998. The Company invested in Essex, DHJA, Rorer and Managers on March
20, 1998, December 31, 1998, January 6, 1999 and April 1, 1999, respectively.

Total revenues for the six months ended June 30, 1999 were $146.7
million, an increase of $44.4 million over the six months ended June 30, 1998,
primarily as a result of the investments in new Affiliates.

Total operating expenses increased by $27.2 million to $90.6 million
for the six months ended June 30, 1999 from $63.4 million for the six months
ended June 30, 1998. Compensation and related expenses increased by $14.6
million, selling, general and administrative expenses increased by $8.6 million,
amortization of intangible assets increased by $2.6 million, and other operating
expenses increased by $789,000. The increases in operating expenses are
primarily due to the investments in the new Affiliates as described above.

Interest expense decreased by $747,000 to $6.3 million for the six
months ended June 30, 1999 from $7.0 million for the six months ended June
30, 1998. The reduction in interest expense was partially from repayments of
senior bank debt generated from the net proceeds from our public offering of
Common Stock in March 1999 (as described below) and cash flow from ongoing
operations, offset by borrowings related to new investments. In addition,
interest expense decreased due to a favorable interest rate environment.

Minority interest increased by $7.1 million to $22.6 million for the
six months ended June 30, 1999 from $15.5 million for the six months ended June
30, 1998. This increase is primarily a result of the addition of new Affiliates
as described above.

Income tax expense was $11.9 million for the six months ended June 30,
1999 compared to $6.9 million for the six months ended June 30, 1998. The change
in tax expense was primarily related to an increase in income before taxes.

EBITDA increased by $14.2 million to $47.9 million for the six months
ended June 30, 1999 from $33.8 million for the six months ended June 30, 1998,
primarily as a result of the investments in new Affiliates as described above.

EBITDA as adjusted increased by $10.0 million to $29.8 million for the
six months ended June 30, 1999 from $19.8 million for the six months ended June
30, 1998 as a result of the factors affecting net income as described above.

LIQUIDITY AND CAPITAL RESOURCES

We have met our cash requirements primarily through cash generated
by operating activities, bank borrowings, and the issuance of equity and debt
securities in public and private placement transactions (such as the public
offering described below). We anticipate that we will use cash flow from our
operating activities to repay debt and to finance our working capital needs
and will use bank borrowings and issue equity and debt securities to finance
future investments. Our principal uses of cash have been to make investments
(such as the acquisition of The Managers Funds LLC), to retire indebtedness,
repurchase shares and to support our and our Affiliates' operating
activities. We expect that our principal use of funds for the foreseeable
future will be for additional investments, repayments of debt, including
interest payments on outstanding debt, distributions to owners of Affiliates
other than us, additional investments in existing Affiliates, including upon
management owners' sales of their retained equity to us, and for working
capital purposes. We do not expect to make commitments for material capital
expenditures.

On March 3, 1999, the Company completed a public offering of Common
Stock. In the offering 5,529,954 shares of Common Stock were sold, of which
4,000,000 shares were sold by the Company and 1,529,954 shares were sold by
selling stockholders. AMG used the net proceeds from the offering to reduce
indebtedness under our credit facility (as described below) and did not
receive any proceeds from the sale of Common Stock by the selling
stockholders.

On April 1, 1999, we financed our acquisition of The Managers Funds
LLC with a borrowing under our credit facility. At June 30, 1999, we had
outstanding borrowings of senior debt under that credit facility of $174
million and the ability to borrow an additional $156 million. We have the
option, with the consent of our lenders, to increase the facility by another
$70 million to a total of $400 million. Our credit facility bears interest at
either LIBOR plus a margin ranging from .50% to 2.25% or the Prime Rate plus
a margin ranging up to 1.25% and matures during December 2002. We pay a
commitment fee of up to 1/2 of 1% on the daily unused portion of the
facility. In order to partially offset our exposure to changing interest
rates we have entered into interest rate hedging contracts.

Our borrowings under the credit facility are collateralized by pledges
of all of our interests in Affiliates (including all interests which are
directly held by us, as well as all interests which are indirectly held by us
through wholly-owned subsidiaries), which interests represent substantially all
of our assets. Our credit facility contains a

number of negative covenants, including those which generally prevent us and our
Affiliates from: (i) incurring additional indebtedness (other than subordinated
indebtedness) (ii) creating any liens or encumbrances on material assets (with
certain enumerated exceptions), (iii) selling assets outside the ordinary course
of business or making certain fundamental changes with respect to our
businesses, including a restriction on our ability to transfer interests in any
majority owned Affiliate if, as a result of such transfer, we would own less
than 51% of such firm, and (iv) declaring or paying dividends on our Common
Stock.

In order to provide the funds necessary for us to continue to acquire
interests in investment management firms, including our existing Affiliates upon
the management owners' sales of their retained equity to us, it will be
necessary for us to incur, from time to time, additional long-term bank debt
and/or issue equity or debt securities, depending on market and other
conditions. There can be no assurance that such additional financing will be
available or become available on terms acceptable to us.

YEAR 2000

The "Year 2000" poses a concern to our business as a result of the fact
that computer applications have historically used the last two digits, rather
than all four digits, to store year data. If left unmodified, these applications
would misinterpret the Year 2000 for the Year 1900 and would in many cases be
unable to function properly in the Year 2000 and beyond.

We have based our evaluation of our ability to prepare for the Year
2000 upon a number of assumptions regarding future events, including third party
modification plans and the availability of needed resources. We cannot guarantee
that these estimates will be achieved, and actual results may differ materially
from our estimates. Specific factors which might cause such material differences
with respect to the Year 2000 include, but are not limited to, the failure of
our Affiliates to achieve represented or stated levels of Year 2000 Compliance,
the availability and cost of personnel trained in this area and the ability to
locate and correct all relevant computer codes and similar uncertainties.

AMG'S HOLDING COMPANY READINESS

In anticipation of this problem, we have identified all of the
significant computers, software applications and related equipment used at the
holding company that need to be modified, upgraded or replaced to minimize the
possibility of a material disruption to our business based on the advent of the
Year 2000. We anticipate completing our Year 2000 preparations at the holding
company by the end of the third quarter of 1999. We estimate our total cost will
be $500,000 for the four year period ending on December 31, 1999. We cannot be
certain that we will not encounter unforeseen delays or costs in completing our
preparations.

AMG'S AFFILIATES' READINESS

We have also established a time line with each of our Affiliates to
complete their Year 2000 preparations and have received estimates from each of
them of the costs required to complete their preparations. As part of our
general preparedness program, each of our Affiliates has assigned responsibility
for preparing for the Year 2000 to a member of its senior management in order to
ensure that both proprietary and third party vendor systems will be ready for
the Year 2000. Each of our Affiliates has completed its assessment and plans are
in place for the renovation or replacement of all non-compatible systems. We
anticipate that most of the Affiliates will complete the

renovation or replacement of all non-compatible systems and the subsequent
testing of all systems by the end of the third quarter of 1999 with the
remainder completing those activities during the fourth quarter of 1999. Most of
our Affiliates pay for the costs of their Year 2000 preparations out of their
Operating Allocation, which is the portion of their revenues that is allocated
to pay their operating expenses. As a result, these costs will only reduce an
Affiliate's distributions to us based on our ownership interest in the Affiliate
if the Affiliate's operating expenses exceed its Operating Allocation and the
portion of revenues allocated to the management owners.

OUTSIDE SERVICE PROVIDERS

Outside service providers perform several processes which are critical
to our Affiliates' business operations, including transfer agency and custody
functions. Our Affiliates have surveyed these parties and are monitoring their
progress. However, our Affiliates have limited control, if any, over the actions
of these outside parties and in some instances have no alternative vendors. If
outside service providers fail to resolve their Year 2000 issues, we anticipate
that our Affiliates' operations will experience material disruptions caused by
the inability to process trades and access client and investment research data
files and, accordingly, our and our Affiliates' businesses would be adversely
affected.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We use interest-rate swaps to manage market exposures associated with
our variable rate debt by creating offsetting market exposures. These
instruments are not held for trading purposes. In the normal course of
operations, we also face risks that are either nonfinancial or nonquantifiable.
Such risks principally include country risk, credit risk, and legal risk, and
are not represented in the analysis that follows.

This analysis presents the hypothetical loss in earnings of the
derivative instruments we held at June 30, 1999 that are sensitive to changes in
interest rates. Interest rate swaps allow us to achieve a level of variable-rate
and fixed-rate debt that is acceptable to us, and to reduce interest rate
exposure. In each of our interest rate swaps, we have agreed with another party
to exchange the difference between fixed-rate and floating rate interest amounts
calculated by reference to an agreed notional principal amount. Under each of
our interest rate swaps, interest rates on the notional amounts are capped at
rates ranging between 6.67% and 6.78% upon quarterly reset dates. In addition,
if LIBOR falls below 5% at a quarterly reset date, we are required to make a
payment to our counterparty equal to the difference between the interest rate on
our floating rate LIBOR debt on an annualized rate of between 6.67% and 6.78%,
multiplied by the notional principal amount. At June 30, 1999, a total of $185
million was subject to interest rate swaps (the "Original Swaps"), and our
exposure was to changes in three-month LIBOR rates. Beginning in January 1999,
we also became a party to additional contracts with a $75 million notional
amount (the "Subsequent Swaps"). These contracts are designed to limit interest
rate increases to 5.99% on this notional amount if three-month LIBOR rates fall
below 5%.

The hypothetical loss in earnings on all derivative instruments that
would have resulted from a hypothetical change of 10 percent in three-month
LIBOR rates, sustained for three months, is estimated to be $291,000. Because
our net-earnings exposure under the combined debt and interest-rate swap was to
three-month LIBOR rates, the hypothetical loss was calculated as follows:
multiplying the notional amount of the swap by the effect of a 10% reduction in
LIBOR under the Original Swaps, partially offset by the Subsequent Swaps and
interest savings on the underlying debt.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company and its Affiliates may be parties to
various claims, suits and complaints. Currently, there are no such claims, suits
or complaints that, in the opinion of management, would have a material adverse
effect on the Company's financial position, liquidity or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders of Affiliated Managers Group, Inc.
was held in Boston, Massachusetts on May 25, 1999. At that meeting, the
stockholders considered and acted upon the following proposals:

A. THE ELECTION OF DIRECTORS. The stockholders elected the following
individuals to serve as directors until the 2000 Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualified:

DIRECTOR SHARES VOTED FOR SHARES WITHHELD
-------- ---------------- ---------------

William J. Nutt 17,339,814 194,085
Richard E. Floor 17,323,841 210,058
P. Andrews McLane 17,327,013 206,886
John M.B. O'Connor 17,258,314 275,585
W.W. Walker, Jr. 17,339,299 194,600
William F. Weld 17,403,127 130,772

B. THE APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 1997
STOCK OPTION AND INCENTIVE PLAN. The stockholders voted to approve
an amendment and restatement of the Company's 1997 Stock Option
and Incentive Plan (the "Plan"). Among other things, the amendment
and restatement increased the number of shares of Common Stock
reserved for issuance under the Plan from 1,750,000 to 3,250,000.
13,706,900 shares voted for the proposal, 1,010,362 voted against
the proposal, and 533,076 shares abstained from voting on the
proposal.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.11 Affiliated Managers Group, Inc. Amended and Restated 1997
Stock Option and Incentive Plan

27.1 Financial Data Schedule

(b) Reports on Form 8-K:

There have been no reports on Form 8-K filed by the Company during the
quarter ended June 30, 1999.

SIGNATURES

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

AFFILIATED MANAGERS GROUP, INC.
-------------------------------
(Registrant)

/s/ Darrell W. Crate on behalf of the Registrant as Senior Vice President,
- -------------------- Chief Financial Officer and Treasurer
(Darrell W. Crate) (and also as Principal Financial and
Principal Accounting Officer)

August 16, 1999