EXHIBIT 10.3

                           [Fleet Capital Letterhead]


November 12, 2003


Mr. James H. Perry
Vice President and Chief Financial Officer
United Industrial Corporation
P.O. Box 126 Hunt Valley, MD 21030-0126

Dear Jim:

As a follow up to our telephone discussion, I just wanted to formally inform you
that Fleet Capital Corporation has approved your most recent amendment request
to the credit agreement. The amended items are considered to be effective with
the 9/30/03 financial reporting with the legal documentation to follow over the
next couple of days. The amendment includes the following:

1.) An increase to the FY 2003 maximum transportation division loss provision
from $20,000,000.00 to $33,000,000.00.

2.) The transportation division permitted add backs to EBITDA were increased by
$8,000,000.00 as a result the permitted EBITDA add backs related to the
discontinued transportation division as 9/30/03 and 12/31/03 are $22,500,000.00
and $23,500,000.00 respectively.

3.) The increase in the minimum leverage ratio from 3.50x to 4.25x was also
approved and is effective as of 9/30/03 through 12/31/03. The ratio will
decrease to 4.0x as of 3/31/04.

4.) As we discussed a borrowing base reserve of $6,000,000.00 will be instituted
on the global facility with $3,000,000.00 being applied to the $10,000,000.00
direct borrowing sub limit. As a result the direct borrowing ability will be
limited to $7,000,000.00.

5.) An amendment fee of $7,500.00 will be charged for the above accommodation.

All of the foregoing amendments will be included in a new amendment to the
credit agreement to be prepared by our counsel, which amendment must be in form
and substance satisfactory to Fleet Capital Corporation."

Best regards,

/s/ Matthew A. Bourgeois
Matthew A. Bourgeois
Vice President


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