SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WAGNER DENNIS A III

(Last)

(First)

(Middle)

C/O UNITED DEFENSE INDUSTRIES, INC.

1525 WILSON BOULEVARD, SUITE 700

(Street)

ARLINGTON

22209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED DEFENSE INDUSTRIES INC [ UDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	01/02/2004		M	V	10,000	A	$4.44	10,000	D
common stock	01/02/2004		S	V	10,000	D	$31.5952	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
option to puchase common stock	$4.44	01/02/2004		M	V		10,000	⁽¹⁾	07/25/2008	common stock	27,000	$0⁽²⁾	17,000⁽³⁾	D

Explanation of Responses:

1. The full amount became exercisable within 30 days of December 31, 2002 upon the Company's achievement of certain financial performance targets for the 2002 fiscal year.

2. Not applicable.

3. This amount reflects a correction to the reporting of Mr. Wagner's beneficial ownership of securities. An amendment will be filed to the July 2002 Form 4 which incorrectly stated at that time that Mr. Wagner beneficially held 120,700 shares available through his options rather than the actual 113,950 shares. Form 4 reports filed subsequent to the July 2002 report have made incorrect calculations based on the original incorrect reporting of the 120,700 figure. Also, this amount reflects a correction to a transaction that had not been reported for the exercise and sale of 4,100 shares on August 1, 2002. This transaction should have been reported orginally on the August 29, 2002 Form 4 report intended to reflect all transactions made in August 2002, and this form will be amended as well.

Remarks:

	/s/ David V. Kolovat as Attorney-in-Fact	01/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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