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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~February 11~~April 30, 2004

United Industries Corporation
(Exact name of registrant as specified in its charter)

333-76055
(Commission File Number)

Delaware		43-1025604
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Delaware
(State or other jurisdiction of
incorporation or organization)

43-1025604
(I.R.S. Employer
Identification No.)

2150 ~~SCHUETZ~~Schuetz ~~ROAD~~Road St. Louis, Missouri 63146 (Address of principal executive offices, with zip code)

~~ST. LOUIS, MISSOURI 63146~~ (~~Address~~314) 427-0780 (Registrant's oftelephone ~~principal executive offices~~number, ~~with~~including ~~zip~~area code)

Not Applicable (~~314) 427-0780 (Registrant’s telephone~~Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

~~Not~~ ~~Applicable~~ Item 2. Acquisition or Disposition of Assets.

~~(Former~~ Effective ~~name~~April 30, 2004, United Industries Corporation (United or ~~former~~the Company) acquired The Nu-Gro Corporation (Nu-Gro) pursuant ~~address~~to the Arrangement Agreement, ifdated ~~changed~~as ~~since~~of ~~last~~March 1, ~~report)~~2004. As a result of the acquisition, each outstanding common share of Nu-Gro was purchased for Cdn $11.00 per share. A copy of the press release announcing the closing of the acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K.

~~Item~~ In conjunction 12with the closing of the acquisition of Nu-Gro, United entered into a new $510.0 million ~~Results~~senior credit facility with Bank of ~~Operations~~America, N.A., Banc of America Securities LLC, Citigroup Global Markets, Inc., Citicorp North America, Inc. and ~~Financial~~certain ~~Condition~~other lenders to refinance the Company's indebtedness under its existing senior credit facility at more favorable rates, to provide funds for the Nu-Gro acquisition, to repurchase the Company's outstanding preferred stock and for general working capital purposes. The new senior credit facility consists of (1) a $125.0 million US dollar denominated revolving credit facility; (2) a $335.0 million US dollar denominated term loan facility; and (3) a Canadian dollar denominated term loan facility valued at US $50.0 million. Subject to the terms of the new senior credit facility agreement, the revolving loan portion of the new senior credit facility matures on April 30, 2010, and the term loan obligations under the new senior credit facility mature on April 30, 2011. The term loan obligations are to be repaid in 28 consecutive quarterly installments commencing on June 30, 2004, with a final installment due on March 31, 2011. All of the loan obligations are subject to mandatory prepayment upon certain events, including sales of certain assets, issuances of indebtedness or equity or from excess cash flow. The new senior credit facility agreement also allows the Company to make voluntary prepayments, in whole or in part, at any time without premium or penalty.

On The ~~February 11~~new senior credit facility agreement contains affirmative, ~~2004~~negative and financial covenants that are more favorable than those of the prior senior credit facility. The negative covenants place restrictions on, ~~United~~among ~~Industries~~other ~~Corporation~~things, (levels of investments, indebtedness, capital expenditures and dividend payments that the Company) ~~conducted~~may make or incur. The financial covenants require ~~its~~the ~~quarterly~~maintenance ~~conference~~of ~~call~~certain tofinancial ~~discuss~~ratios ~~earnings~~at ~~for~~defined levels. Under the ~~fourth~~new ~~quarter~~senior ~~and year~~credit ~~ended~~facility ~~December 31~~agreement, ~~2003~~interest rates on the new revolving credit facility can range from 1. ~~The~~75% to 2.50% plus ~~following~~LIBOR, ~~information~~or ~~was~~from ~~discussed~~0.75% to 1.50% plus a base rate, subject to adjustment and depending on certain financial ratios. At closing, the ~~conference~~term ~~call~~loans are subject to interest rates equal to 2.50% plus LIBOR or 1.50% plus a base rate, as provided in ~~response~~the new senior credit facility agreement. Unused commitments under the new revolving credit facility are subject to a 0.5% annual commitment fee. The new senior ~~participant~~credit ~~questions:~~facility is secured by substantially all of the Company's properties and assets and substantially all of the properties and assets of its current and future domestic subsidiaries.

~~• During~~ In connection with the ~~Company’s~~closing ~~annual~~of ~~line~~the ~~review process~~Nu-Gro acquisition, ~~the~~Bank ~~Company~~of ~~experienced~~America, ~~many~~N.A., ~~product~~Canada ~~listing~~Branch, ~~gains~~separately atloaned ~~key~~the ~~customers~~Company Cdn $110.0 million for structuring ~~and~~purposes, ~~some~~which ~~product~~loan ~~listing~~was ~~losses. As~~repaid ~~a result~~on April 30, 2004. A copy of the ~~Company~~press ~~expects~~release ~~net~~announcing ~~sales~~the ~~and~~closing ~~EBITDA~~of ~~percentage~~the ~~growth~~refinancing inis ~~2004 compared~~filed as Exhibit 99.2 to ~~2003~~this inCurrent ~~the~~Report ~~mid~~on Form 8-~~single digits~~K.

~~• The~~ In addition, ~~Company~~on ~~expects~~April 30, 2004, the ~~net~~Company ~~increase~~repurchased ~~in granular~~all ~~urea~~37,600 ~~costs~~shares ~~versus~~of ~~customer~~its ~~price~~outstanding ~~realization~~Class A innonvoting ~~2004~~preferred tostock ~~be approximately~~for $4 57.5 million, which included all accrued and unpaid dividends thereon.

• The Company stated that it has terminated the In-Store Service Agreement with Bayer Corporation but has not terminated the Supply Agreement with Bayer. The Company continues to evaluate its current relationship with Bayer as a shareholder.2

~~• The~~ ~~Company~~ ~~projects capital expenditures~~ inItem ~~2004~~7. toFinancial beStatements ~~approximately~~and ~~$10 million~~Exhibits.

~~The information in this Form~~(a) ~~8-K~~Financial isStatements being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

~~Certain statements in this~~ The ~~Form~~financial ~~8-K regarding our business may be “forward-looking~~ statements” ~~within~~required ~~the meaning~~by ofthis ~~Section~~item ~~27A of the Securities Act of 1933 and Section 21G of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, many of which~~ are beyond our control. When, and if, used herein, the words “will,” “should,” “believe,” “plan,” “may,” “strategies,” “goals,” “anticipate,” “indicate,” “intend,” “determine,” “estimate,” “expect,” “project,” and similar expressions are intended to identify forward-looking statements, although not ~~all forward-looking~~being ~~statements~~filed ~~contain such identifying words~~herewith. ~~All~~ ~~forward-looking~~To ~~statements apply only as of~~ the ~~date~~extent ~~they~~such ~~are~~information ~~disclosed~~is ~~and~~required ~~are~~by ~~based~~this ~~on the Company’s expectations at that time. Actual results could differ materially from these statements as a result of weather conditions, our retailer line~~ item ~~reviews~~, ~~the~~such ~~loss of customers or product listings, changes in external competitive market factors, unanticipated changes in the~~ financial ~~performance~~ ofstatements ~~us,~~will ~~our~~be ~~customers,~~filed ~~our industry or the economy in general, public perception regarding the safety of our products, as well as various other factors described in our filings~~ with the U.S. Securities and Exchange Commission~~. We~~ ~~do not undertake any obligation to update or revise publicly any forward-looking statements made~~ by us oramendment onas ~~our~~soon ~~behalf, whether~~ as ~~a result of new information~~practicable, ~~future~~but ~~events~~not ~~or otherwise.~~later ~~Although~~than we60 days ~~believe~~after ~~that~~the ~~our~~date ~~plans,~~on ~~intentions~~which ~~and~~this ~~expectations reflected~~Current inReport oron ~~suggested by any forward~~Form 8-~~looking~~K ~~statements~~is werequired ~~make herein are~~to ~~reasonable, we can give no assurance that such plans, intentions or expectations will~~ be ~~achieved~~filed.

2(b) Pro Forma Financial Statements

~~SIGNATURES~~ The pro forma financial statements required by this item are not being filed herewith. To the extent such information is required by this item, such financial statements will be filed with the U.S. Securities and Exchange Commission by amendment as soon as practicable, but not later that 60 days after the date on which this Current Report on Form 8-K is required to be filed.

~~Pursuant to the requirements~~(c) ofExhibits ~~the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	UNITED INDUSTRIES CORPORATION,
	Registrant
Dated: February 12, 2004	By:	/s/ Daniel J. Johnston
	Name:	Daniel J. Johnston
	Title:	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press release dated April 30, 2004 announcing the closing of the Nu-Gro acquisition.
99.2		Press release dated April 30, 2004 announcing the closing of the refinancing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

		UNITED INDUSTRIES CORPORATION Registrant
Dated: April 30, 2004		By:		/s/ DANIEL J. JOHNSTON Name: Daniel J. Johnston Title: Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated April 30, 2004 announcing the closing of the Nu-Gro acquisition.
99.2		Press release dated April 30, 2004 announcing the closing of the refinancing.

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Item 2. Acquisition or Disposition of Assets.

Item 7. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

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