Mail Stop 6010
August 22, 2005
Mr. Frederick M. Strader
President and Chief Executive Officer
United Industrial Corporation
124 Industry Lane
Hunt Valley, Maryland 21030
Re: United Industrial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 16, 2005
Form 10-Q for the Quarterly Period Ended June 30, 2005
File No. 1-4252
Dear Mr. Strader:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. In our comments, we ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Item 8. Financial Statements and Supplementary Data, page 48
Note 17. Discontinued Transportation Operation, page 86
1. Please tell us in sufficient detail why you classified your
investment in ETI within discontinued operations as of December
31,
2004 and June 30, 2005. Refer to paragraphs 27 and 51 of SFAS
144.
Note 18. Investments in Unconsolidated Investees, page 87
2. Please tell us why you began to record 100% of ETI`s losses in
2002. Cite the accounting literature upon which you relied and
explain how you applied that literature to your situation.
Discuss
your consideration of FIN 46(R). Please also discuss why you did
not
include financial statements of ETI in your Form 10-K pursuant to
Rule 3-09.
Form 10-Q for the Quarterly Period Ended June 30, 2005
Item 1. Financial Statements, page 2
Consolidated Condensed Statements of Operations, page 3
3. Please tell us why you classified the gain on sale of property
of
$7,152,000 for the six months ended June 30, 2005 within non-
operating income and expenses, and not within your operating
income.
Refer to paragraph 45 of SFAS 144.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
You may contact Praveen Kartholy, Staff Accountant at
202.551.3778 or me at 202.551.3604 if you have questions regarding
these comments and related matters. You may also contact Michele
Gohlke, Branch Chief at 202.551.3327.
Sincerely,
Kate Tillan
Assistant Chief Accountant
Frederick M. Strader
United Industrial Corporation
August 22, 2005
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