content: UNITED STATES
                         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 30, 2005
  
  
                               UNITED INDUSTRIAL CORPORATION
                  (Exact Name of Registrant as Specified in its Charter)
  
          DELAWARE                1-04252                95-2081809
      (State or other     (Commission File Number)    (I.R.S. Employer
        Jurisdiction                                Identification No.)
     of Incorporation)
  
      124 INDUSTRY LANE, HUNT VALLEY, MARYLAND              21030
      (Address of Principal Executive Offices)           (Zip Code)
  
     Registrant's telephone number, including area code: (410) 628-3500
  
                           ---------------------
       (Former name or former address, if changed since last report)
  
                                   ---------------------
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)
  
  [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
  
  [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  <PAGE>
  
  
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
  On September 30, 2005, the Compensation and Stock Option Committee of the Board
  of Directors of United Industrial Corporation (the "Company") approved an
  increase of $50,000 in the annual base salary of Frederick M. Strader, the
  Company's President and Chief Executive Officer, from $400,000 to $450,000
  effective as of October 1, 2005, and a special bonus of $200,000 (in addition to
  Mr. Strader's eligible bonus under the Company's Management Incentive Plan)
  payable as of October 1, 2005. These amounts were in recognition of the
  Company's improved financial performance since 2003 and the strong performance
  of Mr. Strader over the past 12 months.
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
        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 hereunto duly authorized.
  
                                      UNITED INDUSTRIAL CORPORATION
  
                                    (Registrant)
  
  Date: October 6, 2005                By: /S/ JAMES H. PERRY
                                          -------------------
                                          James H. Perry
                                          CHIEF FINANCIAL OFFICER AND
                                          VICE PRESIDENT
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e75063531v2.txt", "secsgml_size_bytes": 3127}]
metadata_filer: {"company-data": {"conformed-name": "UNITED INDUSTRIAL CORP /DE/", "cik": "0000101271", "assigned-sic": "3690", "irs-number": "952081809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04252", "film-number": "051127829"}, "business-address": {"street1": "124 INDUSTRY LANE", "city": "HUNT VALLEY", "state": "MD", "zip": "21030", "phone": "(410) 628-3500"}, "mail-address": {"street1": "124 INDUSTRY LANE", "city": "HUNT VALLEY", "state": "MD", "zip": "21030"}, "former-company": [{"former-conformed-name": "TOPP INDUSTRIES CORP", "date-changed": "19710510"}, {"former-conformed-name": "HAYES MANUFACTURING CORP", "date-changed": "19660911"}]}
text: UNITED STATES
                         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 30, 2005
  
                               UNITED INDUSTRIAL CORPORATION
                  (Exact Name of Registrant as Specified in its Charter)
  
          DELAWARE                1-04252                95-2081809
      (State or other     (Commission File Number)    (I.R.S. Employer
        Jurisdiction                                Identification No.)
     of Incorporation)
  
      124 INDUSTRY LANE, HUNT VALLEY, MARYLAND              21030
      (Address of Principal Executive Offices)           (Zip Code)
  
     Registrant's telephone number, including area code: (410) 628-3500
  
                           ---------------------
       (Former name or former address, if changed since last report)
  
                                   ---------------------
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)
  
  [ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
  
  [ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
  
  [ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
  ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
  On September 30, 2005, the Compensation and Stock Option Committee of the Board
  of Directors of United Industrial Corporation (the "Company") approved an
  increase of $50,000 in the annual base salary of Frederick M. Strader, the
  Company's President and Chief Executive Officer, from $400,000 to $450,000
  effective as of October 1, 2005, and a special bonus of $200,000 (in addition to
  Mr. Strader's eligible bonus under the Company's Management Incentive Plan)
  payable as of October 1, 2005. These amounts were in recognition of the
  Company's improved financial performance since 2003 and the strong performance
  of Mr. Strader over the past 12 months.
  SIGNATURE
  
        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 hereunto duly authorized.
  
                                      UNITED INDUSTRIAL CORPORATION
  
                                    (Registrant)
  
  Date: October 6, 2005                By: /S/ JAMES H. PERRY
                                          -------------------
                                          James H. Perry
                                          CHIEF FINANCIAL OFFICER AND
                                          VICE PRESIDENT