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 3, 2004

UNITED INDUSTRIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-4252	95-2081809
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

124 INDUSTRY LANE, HUNT VALLEY, MD		21030
(Address of Principal Executive Offices)		(Zip Code)

(410) 628-3500
(Registrant’s Telephone Number, Including Area Code)


(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 (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01. Other Events.

On Friday, September 3, 2004, the Registrant issued a press release announcing the appointment of Jonathan A. Greenberg as the Vice President, General Counsel and Secretary of the Registrant effective September 1, 2004. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. A copy of Mr. Greenberg’s employment agreement with the Registrant, executed August 17, 2004 is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

Section 9 - - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

99.1		Press release dated September 3, 2004.

99.2		Employment Agreement, dated August 17, 2004, between the Registrant and Jonathan A. Greenberg.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	United Industrial Corporation


	By:	/s/ James H. Perry
	James H. Perry
	Chief Financial Officer,
	Vice President and Treasurer

Date: September 3, 2004

Exhibit 99.1

NEWS

Jonathan A. Greenberg Elected Vice President, General Counsel, and Secretary of United Industrial Corporation

UIC Contact:
James Perry
410-628-8786
perry@aaicorp.com	For Immediate Release

HUNT VALLEY, Maryland, September 3, 2004 — Jonathan A. Greenberg has been elected vice president, general counsel, and secretary of United Industrial Corporation (UIC).

Greenberg, 37, succeeds Robert W. Worthing, who will continue with the Company as part-time special counsel.

Before his election to UIC, Greenberg was the senior corporate counsel at Manugistics, Inc., a Rockville, Md., global supply chain technology company, where he managed legal affairs for their Government, Aerospace and Defense business. Previously, Greenberg had served as general counsel and vice president of business development at Unibex, Inc., an international e-commerce software and technology firm headquartered in Washington, D.C., and was a partner in the Washington, D.C. offices of Holland & Knight, LLP.

Greenberg earned a doctor’s degree in law in 1991 from the University of Virginia School of Law and an undergraduate degree with a double major in Russian studies and foreign affairs from the University of Virginia in 1988.

He has been admitted to the District of Columbia and New York bars, as well as the U.S. Court of Appeals, Second Circuit, and the federal district courts for the District of Columbia and the Southern and Eastern districts of New York.

For more information on UIC, visit www.unitedindustrial.com.

Except for the historical information contained herein, information set forth in this news release may contain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and variations of such words and similar expressions that indicate future events and trends are intended to identify such forward-looking statements, which include, but are not limited to, projections of revenues, earnings, segment performance, cash flows, and contract awards. These forward-looking statements are subject to risks and uncertainties, which could cause the company’s actual

results or performance to differ materially from those expressed or implied in such statements. The company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. For additional information about the company and its various risk factors, please see the company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

# # #

Exhibit 99.2

	P.O. Box 126
	Hunt Valley, MD 21030-0126

	410-628-6600
	410-683-6498 fax
	www.unitedindustrial.com

Frederick M. Strader

President & CEO

August 17, 2004

Jonathan A. Greenberg

4803 Scarsdale Road

Bethesda, Maryland 20816

Dear Jonathan:

This will confirm our offer of employment with United Industrial Corporation (“UIC” or the “Company”) commencing September 1, 2004.

As we have discussed, you will serve as Vice President, General Counsel and Secretary of the Company, and will work under the direction of the President and CEO of the Company and, to the extent appropriate, the Board of Directors of the Company, rendering such services to UIC and its subsidiaries and affiliates (including but not limited to AAI Corp.) as normally are associated with such positions and such other positions to which you may be appointed. Your principal place of employment shall be at the offices of UIC currently located in Hunt Valley, Maryland. In connection with your employment, you may be required from time to time to travel on behalf of the Company.

You will receive a base salary of $250,016.00 per annum, payable in accordance with the Company’s normal payroll practices, and you will be eligible for an annual management incentive plan award under which you will be eligible for a target incentive award of forty percent (40%) of base salary, with a maximum award equal to two hundred percent (200%) of target. Your award, which will be prorated for 2004, shall be based on meeting certain goals and benchmarks which we will discuss as soon after the commencement of your employment as practicable. Awards are normally payable in March of the following year. The Company’s management incentive plan, and the determination of awards, goals and benchmarks thereunder, are fully discretionary with the Company and the Company reserves the right to modify, terminate or replace the current plan.

In addition, you will receive the following benefits:

1. You will accrue vacation at the rate of 13.4 hours per month for an annual total of four (4) weeks.

2. In addition to the foregoing, you will be awarded 25,000 options to purchase UIC stock, with an exercise price equal to the closing price of UIC shares on the day you commence employment with the Company. One-third (1/3) of these options vest on the 1st three anniversaries of your start date. This grant shall be made as of the day you commence employment and shall be subject to and governed by the terms of the United Industrial Corporation 2004 Stock Option Plan, the stock option agreement and all applicable Board resolutions.

3. You will also participate in all other benefit plans generally available to the senior officers of the Company, as such plans may be modified from time to time.

4. Relocation – The Company will pay for the moving and packing of your household goods and reimburse your settlement costs on the purchase of your new home per the attached relocation policy.

In the event your employment is terminated without cause or you resign for good reason within six (6) months of a change in control (as defined in the 2004 United Industrial Corporation Stock Option Plan), you shall be entitled to receive (subject to executing a release in such form as required by the Company), continuation of your current salary and benefits (minus applicable withholdings and deductions) for a period of 12 months. “Good reason” shall mean that at or after any such change in control, without your written consent: (i) your title is diminished or there is a material diminution of your then existing duties, authority and responsibilities or compensation; or (ii) your office is relocated by more than fifty (50) miles from its location immediately prior to the change in control.

This offer is contingent upon satisfactory results from your post-offer physical examination. You will be required to obtain a United States government top security clearance once you become an employee of the Company.

Please note that employment with UIC is “at will,” meaning that you or the Company can terminate the employment relationship at any time and for any reason, with or without notice. In the event of termination by either party other than in connection with a change in control, you shall be entitled to earned but unpaid salary through the date of termination, accrued but unpaid vacation pay and accrued but unpaid incentive pay, but only to the extent such incentive pay is payable prior to the date of termination under the terms of the plan then in effect, and thereafter the Company shall have no further obligations to you.

If the terms and conditions meet with your understanding, please sign and date this letter and return it to me at your earliest convenience.

We look forward to your positive reply and your immediate contributions to a mutually successful future.

Sincerely,

/s/ Frederick M. Strader

Frederick M. Strader

/s/Jonathan A. Greenberg		8/17/04

P.O. Box 126

Hunt Valley, Maryland 21030-0126

(410) 628-6600

Fax: (410) 628-3644

mailto:Strader@aaicorp.com