SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12

                        United Industrial Corporation
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                (Name of Registrant as Specified In Its Charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ /  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or
     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
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     2) Aggregate number of securities to which transaction applies:
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     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
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     4) Proposed maximum aggregate value of transaction:
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     5) Total fee paid:
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/ /  Fee paid previously with preliminary materials.
/X/  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:   $125
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     2) Form, Schedule or Registration Statement No.:  Def14A
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     3) Filing Party:  United Industrial Corporation
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     4) Date Filed:  March 31, 1995
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To the Stockholders of United Industrial Corporation:

    We  recently mailed  to you  the Proxy Statement  for the  Annual Meeting of
Stockholders of United Industrial Corporation ("UIC") to be held on May 8, 1995,
together with a white proxy card. Enclosed  is a revised blue proxy card,  which
should  be used in lieu of the  white card which inadvertently contained certain
incorrect information  with  respect  to  the voting  on  proposal  3  where  no
Stockholder  instruction is given. If you  have already returned the white card,
it will be  disregarded. Please sign,  date and return  the enclosed blue  proxy
card  to ensure that your shares are  voted. A return envelope which requires no
postage if mailed in the United States, is enclosed for your convenience.

                                   United Industrial Corporation
April 5, 1995

                         UNITED INDUSTRIAL CORPORATION
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
            PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 8, 1995

    The  undersigned hereby  appoints Bernard  Fein, Howard  M. Bloch  and Myron
Simons or any of them, attorneys and proxies with full power of substitution  in
each  of them, in the name, place and  stead of the undersigned to vote as proxy
all the stock of the undersigned in the United Industrial Corporation.

The shares represented by this proxy will be voted for proposals 1 and 2,
against proposal 3 and in accordance with item 4 if no instruction to the
contrary is indicated, or if no instruction is given.

1.  Election of the following nominees as set forth in the proxy statement

    / / FOR the nominees listed below (except as marked to the contrary below)

    / / WITHHELD AUTHORITY to vote for ALL nominees listed below

             Rick S. Bierman, Howard M. Bloch and P. David Bocksch

For, except vote withheld from the following nominee(s):

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2.  To consider and act upon a proposal to ratify the appointment of Ernst &
    Young LLP as Independent Auditors of the Company for 1995.

       / / FOR                / / AGAINST                / / ABSTAIN

3.  To consider and act upon a proposal by a certain stockholder, as set forth
    under "Proposal of a Certain Stockholder" in the accompanying Proxy
    statement, if brought before the meeting.

       / / FOR                / / AGAINST                / / ABSTAIN

4.  In their discretion,  to act upon  such other matters  as may properly  come
    before the meeting or any adjournment thereof.

                           (TO BE SIGNED ON REVERSE SIDE)

      Please mark, sign, date and return this proxy in the enclosed envelope.

                                             (Note:  Please sign exactly as your
                                             name  appears  hereon.   Executors,
                                             Administrators,    Trustees,   etc.
                                             should so  indicate  when  signing,
                                             giving   full  title  as  such.  If
                                             signer is a corporation, execute in
                                             full corporate  name by  authorized
                                             officer. If shares held in the name
                                             of  two or more persons, all should
                                             sign.)

                                             ___________________________________
                                                Dated                  Signature

                                             ___________________________________
                                                 Dated            Signature if
                                                                  held jointly