A fundamental problem on the constitutive equation with fractional derivatives for the generalized upper convected Maxwell model (UCM) is studied. The existing investigations on the constitutive equation are reviewed and their limitations or deficiencies are highlighted. By utilizing the convected coordinates approach, a mathematically rigorous constitutive equation with fractional derivatives for the generalized UCM model is proposed, which has an explicit expression for the stress tensor. This model can be reduced to the linear generalized Maxwell model with fractional derivatives, the UCM model and some other. existing models. In addition, the rheological properties of this proposed model in the start-up of simple shear and elongation flows are investigated. It is shown that this generalized UCM model can describe the various stress evolution processes and the strain hardening effect of the viscoelastic fluids. (C) 2009 Elsevier B.V. All rights reserved.