March 28, 2005

Mail Stop 0306

Jonathan A. Greenberg, Esq.
Vice President, General Counsel and Secretary
United Industrial Corporation
124 Industry Lane
Hunt Valley, MD 21030


	Re:	United Industrial Corporation
Post-Effective Amendment No. 3 to Registration Statement on Form
S-3
filed March 18, 2005
      SEC File No. 333-120402

Dear Mr. Greenberg:

	We have limited our review of this registration statement to
consider whether you need to update your financial statements
prior
to requesting acceleration.  Please file audited financial
statements
for your most recently completed fiscal year, and amend the
registration statement to update the disclosure and the
incorporation
by reference section.  See Rule 3-12 of Regulation S-X.  Once this
issue is resolved, no further review of the registration statement
has been or will be made.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Adelaja Heyliger at
(202)
824-5082.


							Sincerely,



							Peggy A. Fisher
							Assistant Director

cc (via fax):	Julie M. Allen, Esq.  Proskauer Rose LLP
212.969.2900





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Jonathan A. Greenberg, Esq.
United Industrial Corporation
March 28, 2005
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