TEXTRON INC — Director's Dealing 2007

Dec 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED INDUSTRIAL CORP /DE/ (UIC)
CIK: 0000101271
Period of Report: 2007-11-29

Reporting Person: TEXTRON INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-11-29	Common Stock	P	116200	$81.00	Acquired	8839820	Direct

Footnotes

F1: Marco Acquisition Sub Inc., a Delaware corporation ("Marco") and a wholly owned subsidiary of Textron Inc., is the registered owner of these securities.

F2: Total includes 13,882 shares previously tendered subject to notices of guaranteed delivery pursuant to the cash tender offer for the outstanding shares of UIC common stock that expired on November 13, 2007. These shares have since been delivered and purchased by Marco. Total further includes 224,500 shares of UIC common stock which were purchased by Textron Inc. in open market trades that have not yet been delivered by the sellers thereof.