<PAGE>



    As filed with the Securities and Exchange Commission on May 31, 1994
                                                Registration No. 33-       

                     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)

                              Howard M. Bloch
                               Vice President
                       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
                             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            $5.50               $3,300,000             $1,137.93

<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 May 26, 1994.

</TABLE>
<PAGE>

<PAGE>
     


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1.

               The documents containing the information specified in Part I
     of this Registration Statement will be sent or given to employees as
     specified by Rule 428(b)(1).  Such documents are not required to be
     and are not filed with the Securities and Exchange Commission (the
     "Commission") either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424.  These
     documents and the documents incorporated by reference in this
     Registration Statement pursuant to Item 3 of Part II of this Form S-8,
     taken together, constitute a prospectus that meets the requirements of
     Section 10(a) of the Securities Act of 1933, as amended (the
     "Securities Act").

     Item 2.

               Upon written or oral request, any of the documents
     incorporated by reference in Item 3 of Part II of this Registration
     Statement (which documents are incorporated by reference in this
     Section 10(a) Prospectus), other documents required to be delivered to
     eligible employees pursuant to Rule 428(b) or additional information
     about the United Industrial Corporation 1994 Stock Option Plan and its
     administrators are available without charge by contacting:

                                 Howard M. Bloch
                          United Industrial Corporation
                               18 East 48th Street
                            New York, New York  10017
                                 (212) 752-8787








































     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
<PAGE>

<PAGE>
     

                                     PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed with the Commission by United
     Industrial Corporation (the "Company") are incorporated herein by
     reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
     year ended December 31, 1993.

               (b)  The Company's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1994.

               (c)  The description of the Company's Common Stock, par
     value $1.00 per share (the "Common Stock"), contained in the Company's
     Registration Statement on Form 8-B filed with the Commission pursuant
     to Section 12 of the Exchange Act, including any amendment or report
     filed for the purpose of updating such description.

               All documents subsequently filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Exchange Act, prior to the filing of a post-effective amendment to
     this Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference in
     this Registration Statement and to be a part hereof from the date of
     filing of such documents.

     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Generally, Section 145 of the General Corporation Law of the
     State of Delaware permits a corporation to indemnify certain persons
     made a party to an action, by reason of the fact that such person is
     or was a director, officer, employee or agent of the corporation or is
     or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation or enterprise.  In
     the case of an action by or in the right of the corporation, no
     indemnification may be made in respect of any matter as to which that
     person was adjudged liable for negligence or misconduct in the
     performance of that person's duty to the corporation unless the
     Delaware Court of Chancery or the court in which the action was
     brought determines that despite the adjudication of liability that
     person is fairly and reasonably entitled to indemnity for proper
     expenses.  To the extent that person has been successful in the
     defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

               Section D of Article SEVENTH of the Restated Certificate of
     Incorporation of the Company provides that the Company shall indemnify
     any and all of its directors or officers or former directors or
     officers or any person who may have served at its request as a
     director or officer of another corporation in which the Company owns
     shares of capital stock or of which it is a creditor against expenses
     actually and necessarily








                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
<PAGE>

<PAGE>
     

     incurred by them in connection with the defense of any action, suit or
     proceeding in which they, or any of them, are made parties, or a
     party, by reason of being or having been directors or officers or a
     director or officer of the Company, or of such other corporation,
     except in relation to matters as to which any such director or officer
     or former director or officer or person shall be adjudged in such
     action, suit or proceeding to be liable for negligence or misconduct
     in the performance of duty.

               Section 10 of Article III of the Company's By-Laws provides
     that each director and officer of the Company (and his heirs,
     executors and administrators) shall be indemnified by the Company
     against reasonable expenses incurred by him in connection with or
     arising out of any action, suit or proceeding to which he may be made
     a party by reason of his being or having been a director or officer of
     the Company (whether or not he is a director or officer at the time of
     incurring such expenses), such expenses to include the amounts paid or
     incurred in connection with reasonable settlements (other than amounts
     paid to the Company itself) made with a view to curtailment of the
     costs of litigation.  The Company shall not, however, indemnify such
     director or officer with respect to matters as to which he shall be
     finally adjudged in any such action, suit or proceeding to have been
     derelict in the performance of his duty as such director or officer,
     nor in respect to any matter on which any settlement or compromise is
     effected, if the total expense in connection therewith, including the
     amount of such settlement, shall substantially exceed the expense
     which might reasonably have been paid out or incurred by such director
     or officer in conducting such litigation to a final conclusion.  In no
     event shall anything herein contained be so construed as to protect or
     to authorize the Corporation to indemnify any such director or officer
     against any liability to the Corporation or to its security holders to
     which he would otherwise be subject by reason of willful misfeasance,
     bad faith, gross negligence or reckless disregard of the duties
     involved in the conduct of his office.

               Both the Company's Restated Certificate of Incorporation and
     By-Laws provide that the respective rights of indemnification shall
     not be exclusive of other rights to which any director or officer may
     be entitled as a matter of law.

               Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers or persons
     controlling the Company as disclosed above, the Company has been
     informed that in the opinion of the Securities and Exchange Commission
     such indemnification is against public policy as expressed in the
     Securities Act and is therefore unenforceable.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.   EXHIBITS.

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

               4(b)   -   By-Laws of the Company (incorporated by reference
                          to the Company's Annual Report on Form 10-K for
                          the year ended December 31, 1989).

               4(c)   -   United Industrial Corporation 1994 Stock Option
                          Plan (incorporated by reference to the Company's
                          Annual Report on Form 10-K for the year ended
                          December 31, 1993).

               5      -   Opinion of Weil, Gotshal & Manges.





                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
<PAGE>
<PAGE>
     

               23(a)  -   Consent of Ernst & Young.

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

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

     ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement;

                    (i)  To include any prospectus required by Section
                         10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         Registration Statement (or the most recent post-
                         effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental
                         change in the information set forth in the
                         Registration Statement;

                    (iii)     To include any material information with
                              respect to the plan of distribution not
                              previously disclosed in the Registration
                              Statement or any material change to such
                              information in the Registration Statement;

               provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) 
               --------  -------
               do not apply if the information required to be included in a
               post-effective amendment by the foregoing paragraphs is
               contained in periodic reports filed by the Company pursuant
               to Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective
                    amendment shall be deemed to be a new Registration
                    Statement relating to the securities offered therein,
                    and the offering of such securities at that time shall
                    be deemed to be the initial bona fide offering thereof.
                                                ---- ----
               (3)  To remove from registration by means of a post-
                    effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

          (b)  The undersigned registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act, each filing of the registrant's annual report pursuant
               to Section 13(a) or Section 15(d) of the Exchange Act that
               is incorporated by reference in the Registration Statement
               shall be deemed to be a new Registration Statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
               ---- ----
          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Securities Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the registrant of expenses incurred or paid


                                       II-
<PAGE>
<PAGE>
     

               by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or
               controlling person in connection with the securities being
               registered, the registrant will, unless in the opinion of
               its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against
               public policy as expressed in the Securities Act and will be
               governed by the final adjudication of such issue.































































                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
<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 31st day of May, 1994.


                                 UNITED INDUSTRIAL CORPORATION

                                 By: /s/ Howard M. Bloch        
                                    ----------------------------
                                   Name:   Howard M. Bloch
                                   Title:  Vice President


                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints each of Bernard Fein
     and Howard M. Bloch 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 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/ Bernard Fein          President, Chairman of the    May 31, 1994
     -----------------------
        Bernard Fein           Board and Director (Principal 
                               Executive Officer)


     /s/ Howard M. Bloch       Vice President, Treasurer     May 31, 1994
     -----------------------
        Howard M. Bloch        and Director (Principal 
                               Financial and Accounting Officer)


     /s/ Richard S. Bierman    Director                      May 31, 1994
     -----------------------
        Rick S. Bierman


     /s/ Maurice Rosenthal     Director                      May 31, 1994
     -----------------------
        Maurice Rosenthal


     /s/ Myron Simons          Director                      May 31, 1994
     -----------------------
        Myron Simons



                                       II-<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)  -   By-Laws of the Company (incorporated by
                    reference to the Company's Annual Report
                    on Form 10-K for the year ended December
                    31, 1989).

          4(c)  -   United Industrial Corporation 1994 Stock
                    Option Plan (incorporated by reference
                    to the Company's Annual Report on Form
                    10-K for the year ended December 31,
                    1993).

          5     -   Opinion of Weil, Gotshal & Manges.

          23(a) -   Consent of Ernst & Young.

          23(b) -   Consent of Weil, Gotshal & Manges
                    (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": "MAY 31, 1994 S-8", "secsgml_size_bytes": 22263}]
{"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": "033-53911", "film-number": "94532350"}, "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 May 31, 1994
                                                Registration No. 33-       

                     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)

                              Howard M. Bloch
                               Vice President
                       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
                             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            $5.50               $3,300,000             $1,137.93
(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 May 26, 1994.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1.

               The documents containing the information specified in Part I
     of this Registration Statement will be sent or given to employees as
     specified by Rule 428(b)(1).  Such documents are not required to be
     and are not filed with the Securities and Exchange Commission (the
     "Commission") either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424.  These
     documents and the documents incorporated by reference in this
     Registration Statement pursuant to Item 3 of Part II of this Form S-8,
     taken together, constitute a prospectus that meets the requirements of
     Section 10(a) of the Securities Act of 1933, as amended (the
     "Securities Act").

     Item 2.

               Upon written or oral request, any of the documents
     incorporated by reference in Item 3 of Part II of this Registration
     Statement (which documents are incorporated by reference in this
     Section 10(a) Prospectus), other documents required to be delivered to
     eligible employees pursuant to Rule 428(b) or additional information
     about the United Industrial Corporation 1994 Stock Option Plan and its
     administrators are available without charge by contacting:

                                 Howard M. Bloch
                          United Industrial Corporation
                               18 East 48th Street
                            New York, New York  10017
                                 (212) 752-8787

     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents filed with the Commission by United
     Industrial Corporation (the "Company") are incorporated herein by
     reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
     year ended December 31, 1993.

               (b)  The Company's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1994.

               (c)  The description of the Company's Common Stock, par
     value $1.00 per share (the "Common Stock"), contained in the Company's
     Registration Statement on Form 8-B filed with the Commission pursuant
     to Section 12 of the Exchange Act, including any amendment or report
     filed for the purpose of updating such description.

               All documents subsequently filed by the Company with the
     Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
     Exchange Act, prior to the filing of a post-effective amendment to
     this Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference in
     this Registration Statement and to be a part hereof from the date of
     filing of such documents.

     ITEM 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Generally, Section 145 of the General Corporation Law of the
     State of Delaware permits a corporation to indemnify certain persons
     made a party to an action, by reason of the fact that such person is
     or was a director, officer, employee or agent of the corporation or is
     or was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation or enterprise.  In
     the case of an action by or in the right of the corporation, no
     indemnification may be made in respect of any matter as to which that
     person was adjudged liable for negligence or misconduct in the
     performance of that person's duty to the corporation unless the
     Delaware Court of Chancery or the court in which the action was
     brought determines that despite the adjudication of liability that
     person is fairly and reasonably entitled to indemnity for proper
     expenses.  To the extent that person has been successful in the
     defense of any matter, that person shall be indemnified against
     expenses actually and reasonably incurred by him.

               Section D of Article SEVENTH of the Restated Certificate of
     Incorporation of the Company provides that the Company shall indemnify
     any and all of its directors or officers or former directors or
     officers or any person who may have served at its request as a
     director or officer of another corporation in which the Company owns
     shares of capital stock or of which it is a creditor against expenses
     actually and necessarily

                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
incurred by them in connection with the defense of any action, suit or
     proceeding in which they, or any of them, are made parties, or a
     party, by reason of being or having been directors or officers or a
     director or officer of the Company, or of such other corporation,
     except in relation to matters as to which any such director or officer
     or former director or officer or person shall be adjudged in such
     action, suit or proceeding to be liable for negligence or misconduct
     in the performance of duty.

               Section 10 of Article III of the Company's By-Laws provides
     that each director and officer of the Company (and his heirs,
     executors and administrators) shall be indemnified by the Company
     against reasonable expenses incurred by him in connection with or
     arising out of any action, suit or proceeding to which he may be made
     a party by reason of his being or having been a director or officer of
     the Company (whether or not he is a director or officer at the time of
     incurring such expenses), such expenses to include the amounts paid or
     incurred in connection with reasonable settlements (other than amounts
     paid to the Company itself) made with a view to curtailment of the
     costs of litigation.  The Company shall not, however, indemnify such
     director or officer with respect to matters as to which he shall be
     finally adjudged in any such action, suit or proceeding to have been
     derelict in the performance of his duty as such director or officer,
     nor in respect to any matter on which any settlement or compromise is
     effected, if the total expense in connection therewith, including the
     amount of such settlement, shall substantially exceed the expense
     which might reasonably have been paid out or incurred by such director
     or officer in conducting such litigation to a final conclusion.  In no
     event shall anything herein contained be so construed as to protect or
     to authorize the Corporation to indemnify any such director or officer
     against any liability to the Corporation or to its security holders to
     which he would otherwise be subject by reason of willful misfeasance,
     bad faith, gross negligence or reckless disregard of the duties
     involved in the conduct of his office.

               Both the Company's Restated Certificate of Incorporation and
     By-Laws provide that the respective rights of indemnification shall
     not be exclusive of other rights to which any director or officer may
     be entitled as a matter of law.

               Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers or persons
     controlling the Company as disclosed above, the Company has been
     informed that in the opinion of the Securities and Exchange Commission
     such indemnification is against public policy as expressed in the
     Securities Act and is therefore unenforceable.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

     ITEM 8.   EXHIBITS.

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

               4(b)   -   By-Laws of the Company (incorporated by reference
                          to the Company's Annual Report on Form 10-K for
                          the year ended December 31, 1989).

               4(c)   -   United Industrial Corporation 1994 Stock Option
                          Plan (incorporated by reference to the Company's
                          Annual Report on Form 10-K for the year ended
                          December 31, 1993).

               5      -   Opinion of Weil, Gotshal & Manges.

                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
23(a)  -   Consent of Ernst & Young.

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

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

     ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    Registration Statement;

                    (i)  To include any prospectus required by Section
                         10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the
                         Registration Statement (or the most recent post-
                         effective amendment thereof) which, individually
                         or in the aggregate, represent a fundamental
                         change in the information set forth in the
                         Registration Statement;

                    (iii)     To include any material information with
                              respect to the plan of distribution not
                              previously disclosed in the Registration
                              Statement or any material change to such
                              information in the Registration Statement;

               provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) 
               --------  -------
               do not apply if the information required to be included in a
               post-effective amendment by the foregoing paragraphs is
               contained in periodic reports filed by the Company pursuant
               to Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective
                    amendment shall be deemed to be a new Registration
                    Statement relating to the securities offered therein,
                    and the offering of such securities at that time shall
                    be deemed to be the initial bona fide offering thereof.
                                                ---- ----
               (3)  To remove from registration by means of a post-
                    effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

          (b)  The undersigned registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act, each filing of the registrant's annual report pursuant
               to Section 13(a) or Section 15(d) of the Exchange Act that
               is incorporated by reference in the Registration Statement
               shall be deemed to be a new Registration Statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.
               ---- ----
          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Securities Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the registrant of expenses incurred or paid

                                       II-
by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or
               controlling person in connection with the securities being
               registered, the registrant will, unless in the opinion of
               its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against
               public policy as expressed in the Securities Act and will be
               governed by the final adjudication of such issue.

                                       II-
     NYFS11...:\95\78495\0001\1196\FRM21894.U1A
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 31st day of May, 1994.

                                 UNITED INDUSTRIAL CORPORATION

                                 By: /s/ Howard M. Bloch        
                                    ----------------------------
                                   Name:   Howard M. Bloch
                                   Title:  Vice President

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below constitutes and appoints each of Bernard Fein
     and Howard M. Bloch 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 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/ Bernard Fein          President, Chairman of the    May 31, 1994
     -----------------------
        Bernard Fein           Board and Director (Principal 
                               Executive Officer)

     /s/ Howard M. Bloch       Vice President, Treasurer     May 31, 1994
     -----------------------
        Howard M. Bloch        and Director (Principal 
                               Financial and Accounting Officer)

     /s/ Richard S. Bierman    Director                      May 31, 1994
     -----------------------
        Rick S. Bierman

     /s/ Maurice Rosenthal     Director                      May 31, 1994
     -----------------------
        Maurice Rosenthal

     /s/ Myron Simons          Director                      May 31, 1994
     -----------------------
        Myron Simons

                                       II-
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)  -   By-Laws of the Company (incorporated by
                    reference to the Company's Annual Report
                    on Form 10-K for the year ended December
                    31, 1989).

          4(c)  -   United Industrial Corporation 1994 Stock
                    Option Plan (incorporated by reference
                    to the Company's Annual Report on Form
                    10-K for the year ended December 31,
                    1993).

          5     -   Opinion of Weil, Gotshal & Manges.

          23(a) -   Consent of Ernst & Young.

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

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