8-K

                                  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

                                December 17, 2001

                          COMMISSION FILE NO. 333-76055

                          UNITED INDUSTRIES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                 43-1025604
     (STATE OR OTHER JURISDICTION OF                  (I.R.S EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

                               8825 PAGE BOULEVARD
                            ST. LOUIS, MISSOURI 63114
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)

                                 (314) 427-0780
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.  None.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.  A significant amount of assets
were acquired on December 17, 2001. See attached Press Release for further
discussion.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.  None.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.  None.

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.  None.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.  None.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.  None.

ITEM 8.  CHANGE IN FISCAL YEAR.  None.



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SIGNATURES
- ----------

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                            UNITED INDUSTRIES CORPORATION

DATED: DECEMBER 27, 2001                    BY: /s/ DANIEL J. JOHNSTON
                                                    ----------------------

                                            NAME: DANIEL J. JOHNSTON
                                            TITLE: EXECUTIVE VICE PRESIDENT AND
                                                     CHIEF FINANCIAL OFFICER


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EX-99

                                                                      EXHIBIT 99

                                            For More Information Contact:
                                            Steve Baker, steveb@jdpr.com or
FOR RELEASE                                 Jeff Dezen, jeffd@jdpr.com
December 17, 2001                           JDPR, 864-233-3776
                                            www.homeandgardensolutions.com

          UNITED INDUSTRIES ACQUIRES LEADING CONSUMER FERTILIZER BRANDS

             LARGER PRODUCT PORTFOLIO COMPLEMENTED BY SALES-SERVICE
                             AND MARKETING EXPERTISE

St. Louis, MO - Advancing its strategic plan for growth in the consumer lawn and
garden category, United Industries (United), which does business as Spectrum
Brands, today announced that it has acquired leading consumer fertilizer brands
VIGORO(R), STA-GREEN(R) and BANDINI(R), as well as acquiring licensing rights to
the BEST(R) line of fertilizer products. The brands, formerly owned by Pursell
Industries, complement United's consumer lawn, garden and insect control
products including the well-known brands SPECTRACIDE(R), SPECTRACIDE
TERMINATE(TM), PETERS(R), REAL KILL(R), NO-PEST(R), HOT SHOT(R) and CUTTER(R).
Pursell will continue to manufacture, warehouse and distribute the fertilizer
products for United under a long-term agreement. United will leverage its
marketing and sales-service expertise to drive growth within the retail
distribution channels.

                     UNITED INCREASES TOP LINE BY NEARLY 50%

The acquisition will add approximately $145MM in revenue to United's top line of
approximately $300MM, increasing revenue by nearly 50%. According to United
Chairman and CEO Bob Caulk, "The addition of these popular Brands to our
portfolio of products is strategically important as it gives us the opportunity
to expand our proven business model, bringing world class retail execution,
focused marketing and operational excellence to a new category of products. This
combination will strengthen our in-store presence and give us an opportunity to
create a more efficient supply chain, benefiting both our customers and
consumers alike. The transaction allows Pursell to realize their goal of
focusing on their core strengths of fertilizer technology and manufacturing."

Caulk added that the newly acquired brands will be managed out of United's St.
Louis headquarters. United will offer jobs to a number of people currently
employed by Pursell. Other employees will remain with Pursell to manage their
on-going manufacturing operations. Caulk underscored, "Business continuity is
our number-one objective. Now is the time to deliver on customers' expectations
for the 2002 season. Both organizations are poised to deliver the quality
products and services that our customers expect. We are thrilled with the
consummation of this transaction and are already engaged in the key integration
activities to make it a success."

United Industries Corporation is the leading manufacturer and marketer of value
and opening price point brand products for the consumer lawn and garden care and
insect control markets in the United States. The company offers one of the
broadest product lines in the industry under a variety of brand names including
SPECTRACIDE(R), SPECTRACIDE TERMINATE(TM), REAL KILL(R), NO-PEST(R), HOT
SHOT(R), CUTTER(R), STA-GREEN(R), VIGORO(R), BANDINI(R), PETERS(R), and BEST(R).


FOR IMMEDIATE RELEASE                                                     Page 2


Certain matters discussed in this news release, with the exception of historical
matters, are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21G of the Securities Exchange Act of
1934 which involves risks and uncertainties. These forward-looking statements
are based on the Company's current expectations. Actual results may differ
materially from these statements as a result of changes in external competitive
market factors, unanticipated changes in the Company's industry, or the economy
in general, as well as various other factors, including weather patterns. The
Company does not undertake any obligation to update or revise forward-looking
statements made by or on its behalf, whether as a result of new information,
future events or otherwise.

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