SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended      March 31, 1999
                                          --------------

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      For the transition period from _____________ To _____________


                         Commission file number #1-4252


                          UNITED INDUSTRIAL CORPORATION
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                 DELAWARE                                     95-2081809
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)       (I.R.S. Identification No.)


                    570 Lexington Avenue, New York, NY 10022
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 Not Applicable
                -------------------------------------------------
             Former name, former address and former fiscal year, if
                           changed since last report.


Indicate by check mark whether the registrant (1)has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No ___

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 12,270,013 shares of common
stock as of May 3, 1999.




<PAGE>

                          UNITED INDUSTRIAL CORPORATION





                                      INDEX



<TABLE>
<CAPTION>

                                                                                      Page # 
Part I - Financial Information                                                        ------
<S><C>      <C>                                                                          <C>  

   Item 1.  Financial Statements

            Consolidated Condensed Balance Sheets - Unaudited
            March 31, 1999 and December 31, 1998                                         1

            Consolidated Condensed Statements of Operations -
            Three Months Ended March 31, 1999 and 1998                                   2

            Consolidated Condensed Statements of Cash Flows
            Three Months Ended March 31, 1999 and 1998                                   3

            Notes to Consolidated Condensed Financial Statements                         4


   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations                                5

   Item 3.  Qualitative and Quantitative Disclosures
              about Market Risk                                                          9



PART II - Other Information                                                             10
</TABLE>



<PAGE>

                         PART I - FINANCIAL INFORMATION
                          ITEM I - FINANCIAL STATEMENTS
                  UNITED INDUSTRIAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                MARCH 31       DECEMBER 31
                                                                  1999           1998 
                                                             ------------    -------------
<S>                                                            <C>               <C>     
ASSETS                                                         (Unaudited)
Current Assets                                   
      Cash & cash equivalents                                  $ 16,558          $ 21,126
      Marketable securities                                       5,884             4,702
      Trade receivables                                          37,107            34,316
      Inventories
        Finished goods & work-in-process                         24,981            20,151
        Materials & supplies                                      3,597             3,418
                                                               --------          --------
                                                                 28,578            23,569

      Deferred income taxes                                       5,452             5,451
      Prepaid expenses & other current assets                     8,754             8,295
                                                               --------          --------
            Total Current Assets                                102,333            97,459

Other assets                                                     56,649            56,421

Property & equipment - less allowances
 for depreciation (1999-$84,146; 1998-$82,643)                 $ 30,884            30,566
                                                               --------          --------
                                                               $189,866          $184,446
                                                               ========          ========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                         $ 11,166          $ 12,235
      Accrued employee compensation & taxes                       8,823             8,320
      Customer advances                                          13,739             4,303
      Federal income taxes                                        2,258             2,973
      Other liabilities                                           5,074             8,255
      Provision for contract losses                               3,853             4,558
                                                               --------          --------
            Total Current Liabilities                            44,913            40,644

Long-term liabilities                                             4,115             4,175
Deferred income taxes                                             6,933             7,050
Postretirement benefits other than pensions                      23,276            23,136

Shareholders' Equity
      Common stock $1.00 par value
      Authorized - 30,000,000 shares; outstanding
      12,268,013 and 12,250,063 shares -
      1999 and 1998 (net of shares in treasury)                  14,374            14,374
      Additional capital                                         89,542            89,583
      Retained earnings                                          23,337            22,249
      Treasury stock, at cost, 2,106,135 at 1999
      and 2,124,085 shares at 1998                              (16,624)          (16,765)
                                                               --------          --------
                                                                110,629           109,441
                                                               --------          --------

                                                               $189,866          $184,446
                                                               ========          ========
</TABLE>
      See accompanying notes


                                        1

<PAGE>

                  UNITED INDUSTRIAL CORPORATION & SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31 
                                                   ---------------------------
                                                      1999            1998 * 
                                                   ------------    -----------
                                                            (Unaudited)

<S>                                             <C>                <C>     
Net sales                                          $ 47,070           $ 47,227

Operating costs & expenses
         Cost of sales                               32,015             33,825
         Selling & administrative                    10,989             10,203
         Other expense (income) - net                 1,010                (91)
         Interest expense                                23                108
         Interest income                               (619)              (575)
                                                   --------           --------

                                                     43,418             43,470
                                                   --------           --------

Income before income taxes                            3,652              3,757
Income taxes                                          1,338              1,434
                                                   --------           --------


Net income                                         $  2,314           $  2,323
                                                   ========           ========


  Net earnings per share:
         Basic                                        $ .19              $ .19
                                                      =====              -----
         Diluted                                      $ .19              $ .18
                                                      =====              -----

</TABLE>

See accompanying notes

*Reclassified to conform with
    1998 classifications



                                        2

<PAGE>

                  UNITED INDUSTRIAL CORPORATION & SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED MARCH 31  
                                                                      1999          1998  
                                                                    --------      --------
OPERATING ACTIVITIES                                                    (Unaudited)
--------------------
<S>                                                               <C>             <C>     
Net income                                                        $  2,314        $  2,323
Adjustments to reconcile net income
 to net cash provided by
 operating activities:
  Depreciation and amortization                                      1,846           2,223
  Deferred income taxes                                               (118)             18
  (Decrease) increase in contract loss provision                      (705)           (193)
  Changes in operating assets and liabilities                       (2,570)         (3,774)
  (Decrease) increase in federal income taxes                         (715)            943
                                                                  --------        --------

  Net Cash Provided by
    Operating Activities                                                52           1,540

INVESTING ACTIVITIES
(Increase) decrease in marketable securities                        (1,182)          4,071
Purchase of property and equipment                                  (1,946)         (2,513)
(Increase) decrease in other assets - net                             (389)           (254)
                                                                  --------        --------

  Net (Used in) Cash Provided by
    Investing Activities                                            (3,517)          1,304

FINANCING ACTIVITIES
Increase(decrease) in long-term liabilities                             80            (404)
Proceeds from exercise of stock options                                 43              87
Payments on long-term debt & borrowings                                -              (208)
Dividends                                                           (1,226)         (1,225)
                                                                  --------        --------
  Net Cash Used in Financing Activities                             (1,103)         (1,750)
                                                                  --------        --------

  (Decrease) increase in cash and cash equivalents                  (4,568)          1,094

  Cash and cash equivalents at beginning
   of period                                                        21,126          23,098
                                                                  --------        --------

  Cash and cash equivalents at end
   of period                                                      $ 16,558        $ 24,192
                                                                  ========        ========
</TABLE>

See accompanying notes

                                        3

<PAGE>

                 UNITED INDUSTRIAL CORPORATION AND SUBSIDIARIES


Notes to Consolidated Condensed Financial Statements

March 31, 1999


Note A - Basis of Presentation

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1999
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 1999. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K for the year ended December 31, 1998.


Note B -  Segment Information

<TABLE>
<CAPTION>
                                             Trans-                      Reconci-
(dollars in thousands)             Defense  portation   Energy   Other   liations   Totals
Three months ended March 31, 1999  -------  ---------   ------   -----   --------   ------
---------------------------------  
<S>                                <C>       <C>       <C>       <C>      <C>      <C>    
Revenues from external customers   $35,980   $ 2,650   $ 8,440   $   -    $   -    $47,070
Intersegment revenues                  140       -         -         -       (140)     -
Equity profit (loss) in ventures        84    (1,336)      -         -        -     (1,252)
Segment profit (loss)                4,037    (1,143)    1,183      (426)     -      3,651

Income before income taxes                                                         $ 3,651
                                                                                   =======

Three months ended March 31, 1998
Revenues from external customers   $34,750   $ 2,456   $10,021   $   -    $   -    $47,227
Intersegment revenues                  500       -         -         -       (500)     -
Equity profit (loss) in ventures       -         (58)      -         -        -        (58)
Segment profit (loss)                3,013      (408)    2,094      (942)     -      3,757

Income before income taxes                                                         $ 3,757
                                                                                   =======
</TABLE>


Note C - Dividends

A quarterly dividend of $.10 per share is payable May 28, 1999.


                                        4

<PAGE>
Item 2 -  Management's Discussion and Analysis of Financial Condition
          and Results of Operations

Forward Looking Information
---------------------------

This report  contains  "forward  looking  statements"  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such  forward  looking
statements are based on management's  expectations,  estimates,  projections and
assumptions.   Words  such  as  "expects,"  "anticipates,"  "intends,"  "plans,"
"believes,"  "estimates,"  and variations of such words and similar  expressions
are intended to identify such forward looking statements which include,  but are
not limited to, projections of revenues,  earnings,  segment  performance,  cash
flows and contract awards. These forward looking statements are subject to risks
and uncertainties  which could cause the Company's actual results or performance
to differ  materially from those expressed or implied in such statements.  These
risks and  uncertainties  include,  but are not limited to, the  following:  the
Company's successful execution of internal performance plans; performance issues
with key suppliers,  subcontractors  and business  partners;  legal proceedings;
product demand and market acceptance  risks; the effect of economic  conditions;
the  impact  of   competitive   products  and  pricing;   product   development,
commercialization   and   technological   difficulties;   capacity   and  supply
constraints or  difficulties;  legislative or regulatory  actions  impacting the
Company's energy segment and  transportation  business;  changing  priorities or
reductions in the U.S.  Government  defense budget;  contract  continuation  and
future contract awards;  U.S. and international  military budget constraints and
determinations;  and the ability of the Company and third parties to address the
Year 2000 issues adequately.


Results of Operations
---------------------

Three months ended March 31, 1999 compared to three months ended March 31, 1998:

Consolidated net sales decreased by $157,000 to $47,070,000 in the first quarter
of 1999 as  compared  to  $47,227,000  in the same  period in 1998.  The  Energy
segment sales decreased  $1,581,000 or 16% to $8,440,000 in the first quarter of
1999 from $10,021,000 in the first quarter of 1998. Sales in the Defense segment
increased  $1,230,000 or 4% to  $35,980,000  in the first quarter of 1999,  from
$34,750,000 in the same period in 1998 due primarily to a contract with the U.S.
Air Force to upgrade Maintenance Training Devices for the C-17 aircraft.  During
the  first  quarter  of 1998,  Detroit  Stoker  Company,  the  Company's  energy
subsidiary  recorded sales of $2,800,000 on an unusually large overseas  project
which was completed in 1998.  Transportation segment sales increased $194,000 or
8% to  $2,650,000  in the first  quarter of 1999,  from  $2,456,000 in the first
quarter of 1998.

Gross  margin  increased  to 32% in the first  quarter of 1999 from 28.4% in the
first  quarter  of  1998,   primarily  due  to  increases  in  the  Defense  and
Transportation  segments  and  partially  offset  by a  decrease  in the  Energy
segment.  The decrease in the Energy segment resulted from product mix and lower
sales volume.  The lower gross margin in the Tranportation  segment in the first
quarter of 1998 primarily resulted from initial costs required to establish this
business in its marketplace.

Selling and  administrative  expenses  for the three months ended March 31, 1999
increased $786,000 or 7.7% to $10,989,000 in the first quarter of

                                        5

<PAGE>

1999,  from  $10,203,000  in the first  quarter of 1998.  Beginning  in 1999 the
Corporate  overhead  allocation  charged to the operating  units was  increased.
Consequently,  administrative  fees in the Other  segment were reduced  $556,000
related to the increase in such fees received and a like amount  increased these
costs  in  the   operating   segments.   The  Defense   segment's   selling  and
administrative  expenses increased $1,116,000,  or 16.81% to $7,753,000,  in the
first quarter of 1999 from  $6,637,000 in the same period in 1998.  The increase
was  primarily  due  to  the  increase  in  the  Corporate   administrative  fee
allocation,  additional  state tax on the sale of  property  and an  increase in
research and development expenses. The Transportation segment increased expenses
by $235,000 in the first quarter of 1999 over the same period last year.

Other  expense net increased  $1,101,000 to $1,010,000  net expense in the first
quarter of 1999,  from a net income of $91,000 in the first quarter of 1998. The
first  quarter  of 1998  included a  $345,000  gain  related to sales of certain
assets. Other expense in the Transportation  segment increased $1,278,000 due to
an increase in the equity loss in its Electric  Transit,  Inc.  ("ETI") venture.
ETI is owned 35% by AAI (a wholly  owned  subsidiary  of the Company) and 65% by
Skoda, a Czech Republic firm. The  Transportation  segment  recorded 100% of the
ETI loss of $1,336,000 in the first quarter of 1999 and in 1998 recorded its 35%
equity loss in ETI of $58,000.  (See Liquidity and Capital Resources  discussion
below.)

Interest expense decreased by $85,000 due to reduced borrowings.

Interest income increased by $44,000 due to advances to joint ventures.

Net income was $2,314,000 or $.19 per diluted share in the first three months of
1999, compared to net income of $2,323,000 or $.18 per diluted share in the same
period of 1998.


Liquidity and Capital Resources
-------------------------------

Cash and cash equivalents  decreased $4,568,000 to $16,558,000 at March 31, 1999
from $21,126,000 at December 31, 1998. In addition the Company's  investments in
marketable  securities increased $1,182,000 to $5,884,000 at March 31, 1999 from
$4,702,000 at December 31, 1998.  Changes in operating assets and liabilities of
$2,570,000 were offset by net income of $2,314,000. The major items contributing
to the decrease in cash were the increase in marketable securities and dividends
of $1,226,000.  Receivables  from Electric  Transit,  Inc.  ("ETI")  amounted to
$23,265,000 at March 31, 1999 and  $22,375,000 at December 31, 1998. The Company
currently has no  significant  fixed  commitment for capital  expenditures.  The
Company  expects  that  available  cash and  existing  lines of  credit  will be
sufficient to meet its cash requirements for the remainder of the calendar year.
Its cash requirements consist primarily of its obligation to fund operations.

In 1993,  AAI  Corporation,  a wholly owned  subsidiary of the Company  ("AAI"),
organized a new subsidiary, ETI, to manufacture electric trolley buses ("ETB's")
for the U.S. market. In 1994 and again in 1995, ETI conveyed equity interests to
Skoda, a Czech Republic firm.  Consequently,  ETI is owned 35% by AAI and 65% by
Skoda and the Company had previously recorded its equity share of income or loss
in ETI accordingly.

Management  has recently  learned that Skoda will likely be unable to secure the
necessary financing to execute its subcontract on the San Francisco

                                        6

<PAGE>

electric trolley bus program and to meet its funding obligations to ETI. This
situation has reduced ETI's ability and willingness to continue to finance Skoda
Ostrov s.r.o., Skoda's ETB manufacturing subsidiary which has the subcontract
arrangement with ETI until this problem is alleviated. As a result, contract
performance by ETI has been adversely affected. ETI and Skoda were until
recently negotiating with a bank to obtain credit facilities that along with
customer advances would have provided the funds necessary to meet the working
capital requirements of both ETI and Skoda Ostrov. This bank has withdrawn from
the negotiation, but has expressed a willingness to revisit an arrangement if
the ownership of these entities should change.

Due to  Skoda's  inability  to fund  ETI as  required  under  ETI's  shareholder
agreement,  AAI has assumed that  responsibility in the entirety.  Consequently,
the  loss  representing  a 100%  share  of the  loss in ETI of $1.3  million  or
$839,000, net of tax, during the first quarter of 1999, has been provided for by
AAI in the accompanying financial statements.  This loss was primarily caused by
cost growth on the Dayton ETB program during the current  quarter.  The delivery
of these  buses is expected to be  completed  during the third  quarter of 1999.
Skoda's  production delays on the San Francisco project will likely diminish the
profitability  of that contract.  Since sales and gross margin are recorded when
the units are  delivered,  the delays in trolley bus  deliveries  will result in
continued losses throughout 1999.

Contract performance on the two electric trolley bus programs will now depend on
AAI advancing working capital funds as required. In order to minimize delays and
gain the ability to control the manufacture  and delivery of the ETB's,  AAI and
Skoda have signed a letter of intent for AAI to acquire  Skoda Ostrov and all of
Skoda's  shares in ETI.  When  consummated,  the  transaction  will  provide the
Company with a 100% ownership-interest in ETI.

The  closing  of the  transaction  is  subject  to  execution  and  delivery  of
definitive  documents  and  several  closing  conditions  and,  accordingly,  no
assurances can be given that this transaction will be consummated.

If this  transaction is not  consummated  and ETI and Skoda are unable to obtain
alternative sources of financing, it is likely to have a material adverse effect
on the Company's results of operations, liquidity and financial condition.


Year 2000
---------

The Year 2000 issue exists because many currently installed computer systems and
software  programs were designed to use only a two-digit date field.  These date
fields will need to accept four digits to  distinguish  21st century  dates from
20th century dates. Until the date fields are revised,  the systems and programs
could fail or give  erroneous  results  when  referencing  dates  subsequent  to
December  31,  1999.  Such  failures  or errors  could occur prior to the actual
change in century.

The Company is currently  implementing a six phase plan to address this problem:
Awareness,  Assessment,   Remediation,   Validation/Test,   Implementation,  and
Contingency  Planning.  The Awareness phase is a  communication  phase to inform
employees,  suppliers and customers of the Year 2000 issue. The Assessment phase
is an inventory and analysis of

                                        7

<PAGE>

those systems which may have a problem.  The Remediation phase is the correction
phase  for the  problem.  The  Validation/Test  phase  is used  to  verify  that
corrections have been made properly and completely.  The Implementation phase is
to  actually  put the changed  systems  into  production  use.  The  Contingency
Planning phase is the development of a plan to detail the Company's reactions to
possible future scenarios concerning the Year 2000 issue.

These plans are being implemented on both the Information  Technology (IT) areas
and the non-IT areas for the  transition to the 21st  century.  IT areas include
all computer  system  hardware and software.  Non-IT areas include  systems that
have embedded computer chips or microprocessors.

The Awareness and Assessment  phases are complete for the IT and non-IT systems.
The IT systems are estimated to be 95% complete in the Remediation phase and are
expected to be completed through the  Implementation  phase by June 1999. Non-IT
systems  are  estimated  to be 95%  complete  in the  Remediation  phase and are
expected to be completed through the Implementation phase by June 1999.

Many of the Company's products do not require computer systems or do not perform
any data processing. These products are currently compliant. Other products have
been  remediated and are currently  compliant.  Still other  products  cannot be
remediated  because they are based on obsolete computer systems.  The Company is
working on a case by case basis with its customers to alleviate Year 2000 issues
with these products.  Although the Company's products continue to undergo normal
quality testing  procedures,  there can be no assurance that these products will
contain all necessary  date code  changes.  Any system  malfunctions  due to the
onset of the Year 2000 and any  disputes  with  customers  relating to Year 2000
compliance  could  have a material  adverse  effect on the  Company's  business,
financial condition or results of operations.

The Company  has  contacted  its IT  suppliers  asking for Year 2000  compliance
statements and status.  Each vendor has responded with information  necessary to
ensure their products  compliance.  The Company is in the pro cess of completing
the steps  necessary to make these  hardware and software  systems  compliant by
June 1999.

Significant  non-IT  suppliers to the Company were contacted to determine  their
compliance  during the fourth quarter of 1998.  This is necessary to ensure that
the Company's  products are not delayed due to lack of parts or services.  Also,
embedded chips in process control  equipment,  lighting  controls,  and security
systems are being  inspected  to assure that they will  operate  properly in the
Year 2000.

While the  Company  has not fully  identified  all the  impacts of the Year 2000
issue or whether all related  problems can be resolved  without  disrupting  its
business and incurring  significant  expense,  the Company's current estimate is
that the costs  associated  with the Year 2000 issue,  and the  consequences  of
incomplete  or  untimely  resolution  of the Year  2000  issue,  will not have a
material  adverse  effect  on  the  Company's  business,  operating  results  or
financial condition.  The current estimate of the costs of remediating Year 2000
issues is  $700,000.  Of the  $700,000  approximately  $435,000  is  budgeted to
replace  existing  hardware  and  software  and  $265,000  is budgeted to fix or
upgrade existing hardware or software.  Of these budgets $550,000 has been spent
to date.  These costs are less than 10% of the normal IT budget for the Company.
These costs are

                                        8

<PAGE>

being budgeted through the normal operating budgets of the Company and should
not have a major impact on other IT projects or systems.

The Company is currently in the process of identifying potential consequences to
the Company if its IT and non-IT systems do not function  properly on account of
the Year 2000  issue  (i.e.,  most  reasonably  likely  worst  case  scenarios).
Management  expects  to  complete  this  process  by mid  1999.  If the  Company
determines that such  consequences  could have a material  adverse effect on the
business,  operating results or financial  condition,  it intends to establish a
contingency  plan to address the most  reasonably  likely worst case  scenarios.
However,  in cases beyond the control of the Company there could be some adverse
effects. This would be particularly true if major infrastructure systems such as
electric  distribution grids or major telephone  switching centers are disrupted
by the Year 2000 issue.  Every reasonable  effort will be made to minimize these
effects.

The costs of the  Company's  year 2000  project  and dates on which the  Company
believes it will  complete such efforts are based on  management's  current best
estimates,  which were  derived  using  numerous  assumptions  regarding  future
events.  There  can be no  assurances  that  these  estimates  will  prove to be
accurate,  and  therefore  actual  results  could differ  materially  from those
anticipated.  Specific factors that could cause material differences with actual
results  include,  but are not  limited  to,  the  results  of  testing  and the
timeliness and effectiveness of remediation efforts of third parties.


Contingent Matters
------------------

Reference  is made to Item 3. Legal  Proceedings,  in the annual  report on Form
10-K for the year ended  December  31,  1998,  which is  incorporated  herein by
reference.


Item 3  -  Qualitative and Quantitative Disclosures about Market Risk

A portion  of the  Company's  operations  consists  of  manufacturing  and sales
activities  in  foreign  jurisdictions,  and  some  of  these  transactions  are
denominated in foreign currencies.  As a result, the Company's financial results
could be affected by changes in foreign  exchange  rates. To mitigate the effect
of changes in these  rates,  the Company has entered  into two foreign  exchange
contracts.  There has been no  material  change in the  firmly  committed  sales
exposures and related derivative  contracts from December 31, 1998. (See Item 7A
- Form 10-K for December 31, 1998.)

                                        9

<PAGE>

                 UNITED INDUSTRIAL CORPORATION AND SUBSIDIARIES
                           PART II - Other Information



      Item 4 - Submission of Matters to a Vote of Security Holders

(a)   The Annual Meeting of Shareholders of the Registrant was held on May
      11, 1999.

(b)   Richard R. Erkeneff and E. Donald Shapiro were elected directors at
      the meeting, for terms ending in 2002. The incumbent directors whose
      terms of office continued after the meeting are Edward C. Aldridge,
      Jr., Joseph S. Schneider, Harold S. Gelb and Susan Fein Zawel.

(c)   Voting for the election of directors of the Registrant:


                                                             WITHHELD (including
                                       FOR                   broker non-votes)

      Richard R. Erkeneff            9,993,060                  1,108,336
      E. Donald Shapiro              9,992,316                  1,109,080

      Other Matters:

      10,894,316  shares  were  voted in favor of the  proposal  to  ratify  the
      appointment of Ernst & Young LLP as independent auditors of the Registrant
      for 1999 with  145,633  shares voted  against,  61,450  abstentions  and 3
      broker  non-votes.  8,848,747  shares were voted in favor of adopting  the
      1994 Stock Option Plan, as amended,  with 2,138,115  shares voted against,
      114,528  abstentions  and 12  broker  nonvotes.  Reference  is made to the
      Registrant's  Proxy  Statement  dated  March 25,  1999 for its 1999 Annual
      Meeting for additional  information concerning the matters voted on at the
      meeting.



      Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

      11  -    Computation of Earnings per share


      27  -    Financial Data Schedule


(b)   The Registrant did not file any reports on Form 8-K during the
      quarter ended March 31, 1999.


                                       10

<PAGE>

                                    SIGNATURE



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                         UNITED INDUSTRIAL CORPORATION

Date  May 14, 1999                       By: /s/  James H. Perry
      ------------                           -------------------------------
                                             James H. Perry
                                             Chief Financial Officer
                                             Vice President and
                                             Treasurer









                                       11

<PAGE>

                 UNITED INDUSTRIAL CORPORATION AND SUBSIDIARIES


                        INDEX OF EXHIBITS FILED HEREWITH





Exhibit No.                                                                Page
-----------                                                                ----



   11          Computation of Earnings Per Share                            13


   27          Financial Data Schedule                                      14


                                       12