EXHIBIT 23


     CONSENT OF INDEPENDENT AUDITORS


          We consent to the incorporation by refence in the Registration
     Statement (Form S-8, No. 33-57065) pertaining to the United Industrial
     Corporation 401(K) Retirement Savings Plan, and in the Registration
     Statement (Form S-8, No. 33-53911) pertaining to the United Industrial
     Corporation 1994 Stock Option Plan, of our report dated February 28,
     1995, with respect to the consolidated financial statments and
     schedules included in the Annual Report (Form 10-K) for the year ended
     December 31, 1994.



                                        ERNST & YOUNG LLP
                                        New York, New York

     March 24, 1995









































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