SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

UNITED INDUSTRIAL CORPORATION

(Name of Subject Company (Issuer))

Marco Acquisition Sub Inc.

and

Textron Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $1.00 per share

(Title of Class of Securities)

910671106

(CUSIP Number of Class of Securities)

Terrence O’Donnell, Esq.

Textron Inc.

40 Westminster Street

Providence, RI 02903

(401) 421-2800

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Louis A. Goodman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, MA 02108

(617) 573-4800

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not Applicable	Not Applicable

oCheck the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

RCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Rthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

CUSIP Number:

910671106

The pre-commencement communications filed under cover of this Schedule TO relate to a planned tender offer by Marco Acquisition Sub Inc. (“Purchaser”), a wholly owned subsidiary of Textron Inc. (“Textron”), for all of the outstanding shares of common stock, par value $1.00 per share, of United Industrial Corporation (“UIC”), pursuant to an Agreement and Plan of Merger, dated as of October 7, 2007, by and among Purchaser, UIC and Textron.

The tender offer described herein has not yet been commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell securities of UIC. At the time the tender offer is commenced, Textron and Purchaser intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and UIC intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Textron, Purchaser and UIC intend to mail these documents to the stockholders of UIC. These documents will contain important information about the tender offer and stockholders of UIC are urged to read them carefully when they become available. Stockholders of UIC will be able to obtain a free copy of these documents (when they become available) and other documents filed by UIC or Textron with the SEC at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Textron by contacting Textron at 40 Westminster Street, Providence, RI 02903, attention: Investor Relations, or from UIC by contacting UIC at P.O. Box 126, Hunt Valley, MD 21030, attention: Investor Relations.

EXHIBIT INDEX

EXHIBIT
NO.
99.1	Press Release issued by Textron Inc. dated October 8, 2007
99.2	UIC Acquisition Presentation, October 8, 2007 (slides)

2

EX-99.1

Exhibit 99.1

	Corporate Communications
	Department

NEWS Release

Investor Contact: Doug Wilburne, Textron – 401-457-3606 Bill Pitts, Textron – 401-457-2502	FOR IMMEDIATE RELEASE
Media Contact: Kim Reingold, Textron - 401-457-2494 Stephen Greene, Textron Systems – 978-657-2405

Textron Reaches Agreement to Acquire

United Industrial Corporation

Acquisition provides superb strategic fit and growth potential

Providence, RI – October 8, 2007 - In a move to extend core capabilities in its aerospace and defense business, Textron Inc. (NYSE: TXT) today announced that it has reached a definitive agreement to acquire United Industrial Corporation (NYSE: UIC) in a cash transaction valued at approximately $1.1 billion. Textron has agreed to make a cash tender offer for all outstanding shares of UIC common stock at a price of $81 per share. The tender offer is expected to commence on or about October 16, 2007. Subject to customary conditions and approvals, the company expects to complete the acquisition by the end of the year.

UIC operates through its wholly-owned subsidiary, AAI Corporation. With projected 2007 revenues of approximately $700 million and 2,500 employees worldwide, AAI is a leading provider of intelligent aerospace and defense systems including unmanned aircraft and ground control stations, aircraft and satellite test equipment, training systems and counter-sniper devices. The company also has a strong services and logistics business to support its customers.

“AAI is a superb strategic fit for Textron,” said Textron Chairman, President and CEO Lewis B. Campbell. “It is in perfect alignment with our strategy to add important capabilities to our existing aircraft and defense businesses, adding new products and capabilities to further serve our government, military and homeland security customers. Textron is a recognized leader in manned, fixed and rotary wing aircraft. The addition of AAI broadens our leadership into unmanned vehicles. This combination of capabilities represents a very powerful growth platform, both in the near and long term.”

Headquartered in Hunt Valley, Maryland, AAI will become part of Textron’s Bell segment, with the majority of the business operating within Textron Systems Corporation. Textron Systems makes precision weapons, surveillance systems, complex intelligence and communications systems, aircraft control systems, specialty marine craft and armored vehicles for the defense, homeland security and aerospace markets.

Frank Tempesta, president of Textron Systems, explained, “As with our recent acquisition of Overwatch Systems, AAI’s products complement our existing portfolio and provide an essential building block for our precision engagement strategy. AAI will enable us to deliver broader and more integrated solutions to our customers – whether deploying our precision weapons, networking our unattended ground sensors, integrating with our intelligence software, or benefiting from the service and logistics that support them all. Just as important, we are also gaining some of the industry’s top talent and AAI’s established, highly loyal customer base.”

This acquisition offers synergies with Bell Helicopter as well. Dick Millman, president and CEO of Bell Helicopter, commented, “In addition to Textron Systems’ expertise in situational awareness, intelligence gathering and precision weapons, we have experience in surveillance and reconnaissance with groundbreaking unmanned aircraft systems, such as Bell Helicopter’s Eagle Eye – the first-ever unmanned tiltrotor aircraft. Our ability to address these growth opportunities will be strengthened by AAI’s capabilities. Further, AAI’s engine overhaul capability supports one of the key growth areas for Bell Helicopter, complementing our $1 billion helicopter support and service business.”

Textron’s financial advisors were Merrill Lynch & Co. and Rothschild Inc.

The tender offer will be followed by a second-step merger in which any untendered UIC shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. The boards of directors of both companies have approved the terms of the transaction. In addition, two directors of UIC, Warren G. Lichtenstein and Glenn M. Kassan, and Steel Partners II, LP, an investment partnership controlled by Mr. Lichtenstein, collectively owning 2,010,950 outstanding shares, have agreed to tender their shares in the cash tender offer.

“We are excited to become part of Textron,” said UIC President and CEO Frederick M. Strader. “We will immediately benefit from Textron’s world-class business improvement and talent development processes, among others. We also serve many of the same customers and will be able to combine our expertise in government affairs, sales and market development. Overall, our products, capabilities and culture are tightly aligned with Textron’s.”

Textron will host an investor webcast and teleconference today, Monday, October 8 at 8:00 a.m. Eastern time to discuss the acquisition of UIC. The webcast will be available at www.textron.com and the teleconference can be reached by direct dial at (877) 209-9922 in the U.S. or (612) 332-0632 outside of the U.S. (request the Textron Investor Call). A replay of the webcast will not be available. However, the slide presentation for the webcast will be available under a link entitled “UIC Acquisition Presentation” at Textron’s website at www.textron.com.

The webcast and teleconference will be hosted by Ted French, executive vice president and chief financial officer and Frank Tempesta, president, Textron Systems. During the meeting, Textron management will discuss Textron Systems’ precision engagement strategy and how the UIC acquisition strengthens Textron Systems’ current local battlefield position and broadens its, and Bell Helicopter’s, product and service offerings.

About UIC

United Industrial Corporation designs, produces and supports aerospace and defense systems through its wholly-owned subsidiary, AAI Corporation, and AAI Corporation’s direct and indirect wholly-owned subsidiaries, AAI Services Corporation, Aerosonde Pty Ltd, Aerosonde North America Incorporated, ESL Defence Limited, McTurbine Inc. and Symtx, Inc. Its high-technology products and services include unmanned aircraft systems, training and simulation systems, automated aerospace test and maintenance equipment, armament systems, aviation ground support equipment, logistical and engineering services, and maintenance, repair, and overhaul activities. UIC has 2,500 employees worldwide.

About Textron Systems

Textron Systems Corporation (“Textron Systems”) provides innovative technology solutions to meet the needs of the defense, homeland security and aerospace communities. The company is known for its precision smart weapons, surveillance systems, complex intelligence and communications systems, aircraft control components, piston engines, specialty marine craft and armored vehicles. Textron Systems is a wholly-owned subsidiary of Avco Corporation. Avco Corporation is a wholly-owned subsidiary of Textron Inc. More information is available at www.textronsystems.com.

About Textron Inc.

Textron Inc. is an $11 billion multi-industry company operating in 32 countries with approximately 40,000 employees. The company leverages its global network of aircraft, industrial and finance

Textron Inc. 40 Westminster Street Providence, RI 02903-2596 (401) 421-2800

businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, Textron Systems and Textron Financial Corporation. More information is available at www.textron.com.

# # #

Forward Looking Information: Certain statements in this release and other oral and written statements made by Textron from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or project revenues, income, returns or other financial measures. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger; (b) the inability to complete the transaction due to the failure to receive required regulatory or other approvals or to satisfy other conditions to the transaction; (c) the risk that the proposed transaction disrupts current plans and operations; (d) the risk that anticipated synergies and opportunities as a result of the transaction will not be realized; (e) difficulty or unanticipated expenses in connection with integrating UIC into Textron; (f) the risk that the acquisition does not perform as planned, including the risk that UIC will not achieve revenue projections; and (e) potential difficulties in employee retention following the closing of the transaction.

The tender offer described herein has not yet been commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell securities of UIC. At the time the tender offer is commenced, Textron and its wholly-owned subsidiary intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and UIC intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Textron, its wholly-owned subsidiary and UIC intend to mail these documents to the stockholders of UIC. These documents will contain important information about the tender offer, and stockholders of UIC are urged to read them carefully when they become available. Stockholders of UIC will be able to obtain a free copy of these documents (when they become available) and other documents filed by UIC or Textron with the SEC at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Textron by contacting Textron at 40 Westminster Street, Providence, RI 02903, attention: Investor Relations, or from UIC by contacting UIC at P.O. Box 126, Hunt Valley, MD 21030, attention: Investor Relations.

EX-99.2

Exhibit 99.2

AAI Acquisition United Industrial Corporation (NYSE: UIC) Analyst Briefing October 8, 2007

The tender offer described herein has not yet been commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell securities of UIC.  At the time the tender offer is commenced, Textron and its wholly owned subsidiary intends to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and UIC intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  Textron, its wholly owned subsidiary and UIC intend to mail these documents to the stockholders of UIC.  These documents will contain important information about the tender offer, and stockholders of UIC are urged to read them carefully when they become available.  Stockholders of UIC will be able to obtain a free copy of these documents (when they become available) and other documents filed by UIC or Textron with the SEC at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Textron by contacting Textron at 40 Westminster Street, Providence, RI 02903, attention: Investor Relations, or from UIC by contacting UIC at P.O. Box 126, Hunt Valley, MD 21030, attention: Investor Relations.

AAI Company Overview AAI Corp – Hunt Valley, MD ‘07 Sales (F): $689M ROS: 10.5% Employees: ~2,500 ESL Defence Ltd Hamble, England Aerosonde Victoria, Australia Symtx, Inc Austin, TX UAS Hunt Valley, MD Ft. Huachuca, AZ Other sites Net Sales: $386M Services & Logistics Charleston, SC Hunt Valley, MD Ogden, UT Other sites Net Sales: $171M Adv. Programs Hunt Valley, MD Choctaw, MS Other sites Net Sales: $20M Training Sys. Hunt Valley, MD Other sites Net Sales: $13M McTurbine, Inc Corpus Christi, TX Test Systems Hunt Valley, MD Other sites Net Sales: $99M

Transaction Rationale AAI - Leading Tactical Unmanned Aircraft Systems (TUAS) provider Excellent growth prospects Significant revenue synergies with Textron Systems and Bell Helicopter Contributes to our goal of doubling Intrinsic Value every five years Exceptional talent add

Transaction Summary $81.00 per share in cash Equity ~ $810 million Options/converts ~ $300 million Net debt after converts ~ $ 10 million Enterprise Value ~ $ 1.1 billion Expect to close by end of 2007, subject to normal regulatory approvals and tendering of shares

Transaction Summary Financing (End of 2007) Cash ~ $650 - $750 million Commrcl paper ~ $0 - $100 million Bonds ~ $350 million 2008 EBITDA Multiple 11.4X (excludes redundant corporate expenses to be eliminated) 10.9X (includes revenue and cost synergies)

*2005-2006 excludes Detroit Stoker results (sold December 2006) AAI’s Historical Financials Strong historic revenue growth reflects organic expansion and acquisitions ($ in millions) FY ended Dec 31 2005 * 2006 * 2007F Revenues $480.2 $564.0 $688.9 % growth 35.2% 17.5% 22.1% EBIT $51.3 $52.6 $68.0 % margin 10.7% 9.3% 9.9% EBITA N/A N/A $72.0 % margin N/A N/A 10.5%

Projected Financial Highlights Impact on 2008 EPS Slightly accretive before amortization $0.09 per share dilutive with amortization Revenue growth, 2007 through 2012 8.5% CAGR organic growth 12% CAGR with synergies $175 million in synergy revenues by 2012 Strong operating cash flow 2008 OCF ~$70 million 16% CAGR, 2007 through 2012

ISTAR Unmanned Aircraft Systems Shadow® 400 Shadow® 200 Pioneer G-MAV (Sub to Honeywell) Shadow® 600 Pioneer Services & Logistics JSECST Advanced Boresight Equipment Training Systems PDCue Counter-Sniper & Lightweight Small Arms Tech AAI’s Broad Set of Capabilities TUAV OSGCS/ HMMWV ER/MP OSGCS/ 5 Ton Truck Class I MAV (Sub to Honeywell) One System RVTR F-35 Tester Leader in designing, producing, and supporting Tactical UASs One System® Ground Station is the Army standard for C2 of TUASs Innovative Performance-Based Logistics (PBL) solutions Helo engine MRO (McTurbine) A/C maintenance training devices On-board naval training to US and coalition partners Leading provider of flightline EW test equipment Aircraft & Satellite factory test equip. (ESL & Symtx) Test Systems Advanced Programs Fixed Wing TUAS OAV (FCS Class II) Ducted Fan TUAS Crew Stations 56% 25% 14% 3% 2% Unmanned Surface Vessel PDCue Generic Navy Simulator McTurbine T-53 & T-55 MRO F-22 Maintenance Trainer On-board Training

Strategic Rationale for AAI Acquisition AAI’s Unmanned Aircraft Systems (UAS) and associated Services & Logistics are in attractive, growth areas in defense Consistent with and supportive of our Precision Engagement strategic direction Supplements Bell Helicopter and Textron Systems’ customer support offerings Able to leverage Textron enterprise management infrastructure

The prominent role of TUASs in the local battlefield will continue to broaden the missions they fulfill and the associated products they control Source: Budget Data and TXT Analysis Within the US UAS industry, smaller tactical UASs and related services are expected to grow US TUAS Segment – RDTE, Proc & O&M Shadow (AAI Prime) (AAI Prime) (AAI & GA) (AAI Sub) (AAI Sub) TXT Analysis for Shadow sustained procurement Attractive Industry 0 200 400 600 800 1000 1200 1400 1600 1800 FY 07 FY 08 FY 09 FY 10 FY 11 FY 12 FY 13 O&M (Firescout) Firescout Advanced TUAS Payloads SUAV & MAV (AAI Sub) ERMP (AAI Sub) Shadow & ERMP O&M (AAI & GA) Shadow (USMC) O&M (AAI prime) TEAL Rebaseline Input Shadow (AAI Prime)

Strong Fit with Textron Systems Precision Engagement Strategy Provide customers with broader integrated solutions Surveillance Intelligence Situational Awareness Mission Planning Precision Strike Battle Damage Assessment Target Location & Tracking Overwatch AAI Participates across the full spectrum of Precision Engagement Observe Understand/Decide Plan/Allocate Act Sensors & Precision Surveillance Precision Effects Situational Understanding & Planning Textron Systems* Textron Systems* * Prior to acquisition of Overwatch in December 2006

Strong Synergies AAI Major Synergy Groups Precision Engagement Solutions Security Solutions Aftermarket Synergy opportunities extend to both Textron Systems and Bell Helicopter Revenues ($M)

Conclusion AAI is an excellent strategic fit for Textron Systems and Bell Helicopter Prominent and expanding role in local battlefield High, sustainable long-term growth Creating shareholder value

Forward Looking Information Forward-looking Information: Certain statements in these materials and other oral and written statements made by Textron from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or project revenues, income, returns or other financial measures. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: [a] the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger; [b] the inability to complete the transaction due to the failure to receive required regulatory or other approvals or to satisfy other conditions to the transaction; [c] the risk that the proposed transaction disrupts current plans and operations; [d] the risk that anticipated synergies and opportunities as a result of the transaction will not be realized; [e] difficulty or unanticipated expenses in connection with integrating UIC into Textron; [f] the risk that the acquisition does not perform as planned; [g] potential difficulties in employee retention following the closing of the transaction; [h] changes in worldwide economic and political conditions that impact demand for our products, interest rates and foreign exchange rates; [i] performance issues with key suppliers, subcontractors and business partners; [j] Textron's ability to perform as anticipated and to control costs under contracts with the U.S. Government; [k] the U.S. Government's ability to unilaterally modify or terminate its contracts for the Government's convenience or for Textron's failure to perform, to change applicable procurement and accounting policies, and, under certain circumstances, to suspend or debar Textron as a contractor eligible to receive future contract awards; [l]changing priorities or reductions in the U.S. Government defense budget, including those related to Operation Iraqi Freedom, Operation Enduring Freedom and the Global War on Terrorism; [m] changes in national or international funding priorities, U.S. and foreign military budget constraints and determinations, and government policies on the export and import of military and commercial products; [n] legislative or regulatory actions impacting defense operations; [o] the timing of new product launches and certifications of new aircraft products; [p] the occurrence of slowdowns or downturns in customer markets in which Textron products are sold or supplied; [q] changes in aircraft delivery schedules or cancellation of orders; [r] the efficacy of research and development investments to develop new products; and [s] the launching of significant new products or programs which could result in unanticipated expenses.