As filed with the Securities and Exchange Commission on July 21, 1998
                                                     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 of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                              570 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (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
                              570 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (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
<TABLE>
<CAPTION>
====================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>                   <C>                      <C>
Common Stock, par value $1.00 per share      600,000 shares            $13.15625             $7,893,750               $2,329
====================================================================================================================================
</TABLE>

(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 July 16, 1998.

================================================================================


NYFS11...:\95\78495\0001\1708\FRM6028X.490
<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 (i) 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, and (ii) an earlier Registration Statement
on Form S-8 in respect of the Company's 1994 Stock Option Plan, as amended, as
filed with the Securities and Exchange Commission on January 10, 1997,
Registration No. 333-19517, are hereby incorporated by reference.









                                    1
<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 20th day of July,
1998.

                                  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 or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 Director            July 20, 1998
----------------------------    (Principal Executive
    Richard R. Erkeneff         Officer)
                                 

/s/ James H. Perry              Treasurer and                     July 20, 1998
----------------------------    Chief Financial Officer
    James H. Perry              (Principal Financial and
                                Accounting Officer)


/s/ Harold S. Gelb              Chairman of the Board             July 20, 1998
----------------------------    and Director
    Harold S. Gelb              


/s/ Joseph S. Schneider         Director                          July 20, 1998
----------------------------
    Joseph S. Schneider


/s/ E. Donald Shapiro           Director                          July 20, 1998
----------------------------
    E. Donald Shapiro


/s/ Edward C. Aldridge, Jr.     Director                          July 20, 1998
----------------------------
    Edward C. Aldridge, Jr.


/s/ Susan Fein Zawel            Director                          July 20, 1998
----------------------------
    Susan Fein Zawel


                                     2

<PAGE>


                                 EXHIBIT INDEX


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

      4(a)   -      Certificate of Amendment of Restated Certificate of
                    Incorporation of the Company.

      4(b)   -      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(c)   -      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(d)   -      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).
[{"type": "S-8", "sequence": "1", "description": "UNITED INDUSTRIAL COPORATION", "secsgml_size_bytes": 9324}]
{"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": "333-59487", "film-number": "98669085"}, "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 July 21, 1998
                                                     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 of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              570 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (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
                              570 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (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
====================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share      600,000 shares            $13.15625             $7,893,750               $2,329
====================================================================================================================================
(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 July 16, 1998.

================================================================================

NYFS11...:\95\78495\0001\1708\FRM6028X.490
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 (i) 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, and (ii) an earlier Registration Statement
on Form S-8 in respect of the Company's 1994 Stock Option Plan, as amended, as
filed with the Securities and Exchange Commission on January 10, 1997,
Registration No. 333-19517, are hereby incorporated by reference.

                                    1
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 20th day of July,
1998.

                                  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 or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 Director            July 20, 1998
----------------------------    (Principal Executive
    Richard R. Erkeneff         Officer)
                                 

/s/ James H. Perry              Treasurer and                     July 20, 1998
----------------------------    Chief Financial Officer
    James H. Perry              (Principal Financial and
                                Accounting Officer)

/s/ Harold S. Gelb              Chairman of the Board             July 20, 1998
----------------------------    and Director
    Harold S. Gelb              

/s/ Joseph S. Schneider         Director                          July 20, 1998
----------------------------
    Joseph S. Schneider

/s/ E. Donald Shapiro           Director                          July 20, 1998
----------------------------
    E. Donald Shapiro

/s/ Edward C. Aldridge, Jr.     Director                          July 20, 1998
----------------------------
    Edward C. Aldridge, Jr.

/s/ Susan Fein Zawel            Director                          July 20, 1998
----------------------------
    Susan Fein Zawel

                                     2
EXHIBIT INDEX

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

      4(a)   -      Certificate of Amendment of Restated Certificate of
                    Incorporation of the Company.

      4(b)   -      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(c)   -      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(d)   -      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).