<PAGE>

  As filed with the Securities and Exchange Commission on January 10, 1997

                                                 Registration No. 333-_____ 

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                       UNITED INDUSTRIAL CORPORATION
           (Exact Name of Registrant as Specified in its Charter)


           Delaware                                   95-2081809
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                            18 East 48th Street
                         New York, New York  10017
                               (212) 752-8787
              (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)


                       UNITED INDUSTRIAL CORPORATION
                           1994 STOCK OPTION PLAN
                            (Full Title of Plan)

                              Susan Fein Zawel
                                 Secretary
                       United Industrial Corporation
                            18 East 48th Street
                         New York, New York  10017
                               (212) 752-8787
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:

                           Ted S. Waksman, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000

<TABLE>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE

                                                                Proposed Maximum      Proposed Maximum
 Title of Each Class of Securities to       Amount to be       Offering Price Per    Aggregate Offering         Amount of
            be Registered                  Registered(1)            Share(2)              Price(2)          Registration Fee
<S>                                      <C>                   <C>                   <C>                    <C>
Common Stock, par value $1.00 per
share                                      600,000 shares            $6.00               $3,600,000             $1,090.91
<FN>
(1)  Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting
from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.
(2)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based upon the closing price of the
Registrant's Common Stock as reported on the New York Stock Exchange Composite Tape on January 8, 1997.
</FN>
</TABLE>
<PAGE>

<PAGE>
                                EXPLANATORY NOTE


               This Registration Statement registers 600,000 additional
     shares of common stock of United Industrial Corporation (the
     "Company"), par value $1.00 per share (the "Common Stock"), for
     issuance pursuant to stock options granted under the Company's 1994
     Stock Option Plan, as amended.  The contents of an earlier
     Registration Statement on Form S-8 in respect of the Company's 1994
     Stock Option Plan, as filed with the Securities and Exchange
     Commission on May 31, 1994, Registration No. 33-53911, are hereby
     incorporated by reference.





<PAGE>
<PAGE>

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has
     duly caused this Registration Statement to be signed on its behalf by
     the undersigned, thereunto duly authorized in the City of New York,
     State of New York, on this 9th day of January, 1997.


                                 UNITED INDUSTRIAL CORPORATION

                                 By: /s/ James H. Perry         
                                    ----------------------------
                                   Name:    James H. Perry
                                   Title:   Treasurer and Chief Financial
                                            Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints each of Susan Fein
     Zawel and James H. Perry acting individually, his true and lawful
     attorney-in-fact and agent, with full power of substitution and
     resubstitution, for him and in his name, place and stead, in any and
     all capacities, to sign any and all amendments to this Registration
     Statement, and to file the same, with all exhibits thereto, and other
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent full power
     and authority to do and perform each and every act and thing requisite
     and necessary to be done in and about the premises, as fully to all
     intents and purposes as he might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent, or
     his or her substitute or substitutes, may lawfully do or cause to be
     done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
     this Registration Statement has been signed by the following persons
     in the capacities and on the date indicated.

     Signature                 Title                        Date
     ---------                 -----                        ----

/s/ Richard R. Erkeneff      President and              January 9, 1997
--------------------------   Director     
   Richard R. Erkeneff       (Principal Executive
                             Officer)

/s/ James H. Perry           Treasurer and              January 9, 1997
---------------------------  Chief Financial Officer 
   James H. Perry            (Principal Financial and
                             Accounting Officer)

/s/ Harold S. Gelb           Chairman of the Board      January 9, 1997
---------------------------  and Director
   Harold S. Gelb         

/s/ Howard M. Bloch          Vice Chairman of the       January 9, 1997
---------------------------  Board and Director
   Howard M. Bloch        

/s/ E. Donald Shapiro        Director                   January 9, 1997
---------------------------
   E. Donald Shapiro

/s/ Edward C. Aldridge, Jr.  Director                   January 9, 1997
---------------------------
   Edward C. Aldridge, Jr.

/s/ Susan Fein Zawel         Director                   January 9, 1997
---------------------------
   Susan Fein Zawel

<PAGE>

<PAGE>

                                  EXHIBIT INDEX


     EXHIBIT NO.              DESCRIPTION                        PAGE NO.
     -----------              -----------                        --------

          4(a)  -   Restated Certificate of Incorporation of
                    the Company, as amended (incorporated by
                    reference to the Company's Annual Report
                    on Form 10-K for the year ended December
                    31, 1993).

          4(b)  -   Amended and Restated By-Laws of the
                    Company (incorporated by reference to
                    the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1995).

          4(c)  -   United Industrial Corporation 1994 Stock
                    Option Plan, as amended.

          5     -   Opinion of Weil, Gotshal & Manges LLP.

          23(a) -   Consent of Ernst & Young LLP.

          23(b) -   Consent of Weil, Gotshal & Manges LLP
                    (included in Exhibit 5).

          24    -   Power of Attorney (included as part of
                    the signature page to this Registration
                    Statement and incorporated herein by
                    reference).




     NYFS11...:\95\78495\0001\1196\FRM5206Y.260
[{"type": "S-8", "sequence": "1", "description": "UNITED INDUSTRIAL CORPORATION 1994 STOCK OPTION PLAN", "secsgml_size_bytes": 8703}]
{"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": "S-8", "act": "33", "file-number": "333-19517", "film-number": "97503889"}, "business-address": {"street1": "18 E 48TH ST", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2127528787"}, "mail-address": {"street1": "18 E 48TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": [{"former-conformed-name": "TOPP INDUSTRIES CORP", "date-changed": "19710510"}, {"former-conformed-name": "HAYES MANUFACTURING CORP", "date-changed": "19660911"}]}
As filed with the Securities and Exchange Commission on January 10, 1997

                                                 Registration No. 333-_____ 

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                               
                            -------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                                            
                               -------------

                       UNITED INDUSTRIAL CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   95-2081809
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                            18 East 48th Street
                         New York, New York  10017
                               (212) 752-8787
              (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

                       UNITED INDUSTRIAL CORPORATION
                           1994 STOCK OPTION PLAN
                            (Full Title of Plan)

                              Susan Fein Zawel
                                 Secretary
                       United Industrial Corporation
                            18 East 48th Street
                         New York, New York  10017
                               (212) 752-8787
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:

                           Ted S. Waksman, Esq.
                        Weil, Gotshal & Manges LLP
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000
CALCULATION OF REGISTRATION FEE

                                                                Proposed Maximum      Proposed Maximum
 Title of Each Class of Securities to       Amount to be       Offering Price Per    Aggregate Offering         Amount of
            be Registered                  Registered(1)            Share(2)              Price(2)          Registration Fee
Common Stock, par value $1.00 per
share                                      600,000 shares            $6.00               $3,600,000             $1,090.91
(1)  Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting
from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933.
(2)  Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, based upon the closing price of the
Registrant's Common Stock as reported on the New York Stock Exchange Composite Tape on January 8, 1997.
EXPLANATORY NOTE

               This Registration Statement registers 600,000 additional
     shares of common stock of United Industrial Corporation (the
     "Company"), par value $1.00 per share (the "Common Stock"), for
     issuance pursuant to stock options granted under the Company's 1994
     Stock Option Plan, as amended.  The contents of an earlier
     Registration Statement on Form S-8 in respect of the Company's 1994
     Stock Option Plan, as filed with the Securities and Exchange
     Commission on May 31, 1994, Registration No. 33-53911, are hereby
     incorporated by reference.
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and has
     duly caused this Registration Statement to be signed on its behalf by
     the undersigned, thereunto duly authorized in the City of New York,
     State of New York, on this 9th day of January, 1997.

                                 UNITED INDUSTRIAL CORPORATION

                                 By: /s/ James H. Perry         
                                    ----------------------------
                                   Name:    James H. Perry
                                   Title:   Treasurer and Chief Financial
                                            Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints each of Susan Fein
     Zawel and James H. Perry acting individually, his true and lawful
     attorney-in-fact and agent, with full power of substitution and
     resubstitution, for him and in his name, place and stead, in any and
     all capacities, to sign any and all amendments to this Registration
     Statement, and to file the same, with all exhibits thereto, and other
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent full power
     and authority to do and perform each and every act and thing requisite
     and necessary to be done in and about the premises, as fully to all
     intents and purposes as he might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent, or
     his or her substitute or substitutes, may lawfully do or cause to be
     done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
     this Registration Statement has been signed by the following persons
     in the capacities and on the date indicated.

     Signature                 Title                        Date
     ---------                 -----                        ----

/s/ Richard R. Erkeneff      President and              January 9, 1997
--------------------------   Director     
   Richard R. Erkeneff       (Principal Executive
                             Officer)

/s/ James H. Perry           Treasurer and              January 9, 1997
---------------------------  Chief Financial Officer 
   James H. Perry            (Principal Financial and
                             Accounting Officer)

/s/ Harold S. Gelb           Chairman of the Board      January 9, 1997
---------------------------  and Director
   Harold S. Gelb         

/s/ Howard M. Bloch          Vice Chairman of the       January 9, 1997
---------------------------  Board and Director
   Howard M. Bloch        

/s/ E. Donald Shapiro        Director                   January 9, 1997
---------------------------
   E. Donald Shapiro

/s/ Edward C. Aldridge, Jr.  Director                   January 9, 1997
---------------------------
   Edward C. Aldridge, Jr.

/s/ Susan Fein Zawel         Director                   January 9, 1997
---------------------------
   Susan Fein Zawel
EXHIBIT INDEX

     EXHIBIT NO.              DESCRIPTION                        PAGE NO.
     -----------              -----------                        --------

          4(a)  -   Restated Certificate of Incorporation of
                    the Company, as amended (incorporated by
                    reference to the Company's Annual Report
                    on Form 10-K for the year ended December
                    31, 1993).

          4(b)  -   Amended and Restated By-Laws of the
                    Company (incorporated by reference to
                    the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1995).

          4(c)  -   United Industrial Corporation 1994 Stock
                    Option Plan, as amended.

          5     -   Opinion of Weil, Gotshal & Manges LLP.

          23(a) -   Consent of Ernst & Young LLP.

          23(b) -   Consent of Weil, Gotshal & Manges LLP
                    (included in Exhibit 5).

          24    -   Power of Attorney (included as part of
                    the signature page to this Registration
                    Statement and incorporated herein by
                    reference).

     NYFS11...:\95\78495\0001\1196\FRM5206Y.260