U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

   [X]    Quarterly report under Section 13 or 15(d) of the Securities
            Exchange Act of 1934

              For the quarterly period ended   September 30, 2005
                                               ------------------

   [ ]    Transition report under Section 13 or 15(d) of the Exchange Act

              For the transition period from __________  to  ___________


                    Commission File Number:   1-10526
                                            -----------


                           UNITED-GUARDIAN, INC.
-------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


          Delaware                                11-1719724
-------------------------------      ------------------------------------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)


                230 Marcus Boulevard., Hauppauge, New York 11788
-------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (631) 273-0900
-------------------------------------------------------------------------
                          (Registrant's telephone number)


-------------------------------------------------------------------------
            (Former name, former address and former fiscal year,
                         if changed since last report)



     Indicate  by check  mark  whether  the  registrant  (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
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 [ ]




                             Cover Page 1 of 2 Pages
<PAGE>

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act.)
                                                                Yes [ ]  No [X]



         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the Company  filed all documents and reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange  Act after the
distribution of securities under a plan confirmed by a court.
                                                                Yes [ ]  No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date:

           4,938,139 shares of common stock, par value $.10 per share,
                             as of October 31, 2005.


     Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]
































                             Cover Page 2 of 2 Pages
<PAGE>
                              UNITED-GUARDIAN, INC.

                                      INDEX

                                                                        Page No.
                                                                       ---------
Part I.  FINANCIAL INFORMATION

   Item 1 - Financial Statements

              Consolidated Statements of Income -
                Three and Nine Months Ended September 30, 2005 and 2004...    2

              Consolidated Balance Sheets -
                September 30, 2005 and December 31, 2004..................  3-4

              Consolidated Statements of Cash Flows -
                Nine Months Ended September 30, 2005 and 2004.............    5

              Consolidated Notes to Financial Statements.................  6-10

   Item 2 - Management's Discussion and Analysis of Financial Condition
              and Results of Operations.................................. 10-13

   Item 3 - Controls and Procedures...................................... 13-14

Part II. OTHER INFORMATION

   Item 1 - Legal Proceedings.............................................   14

   Item 2 - Changes in Securities and Use of Proceeds.....................   14

   Item 3 - Defaults Upon Senior Securities...............................   14

   Item 4 - Submission of Matters to a Vote of Security Holders...........   14

   Item 5 - Other Information.............................................   14

   Item 6 - Exhibits and Reports On Form 8-K..............................   14

Signatures................................................................   15

















                                        1
<PAGE>

                          Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                              UNITED-GUARDIAN, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS

                                   (UNAUDITED)
<table>
<caption>
                                                      NINE MONTHS ENDED           THREE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                      2005          2004           2005          2004
                                                     ------        ------         ------        ------
<S>                                               <C>           <C>            <C>           <C>
Revenue:
  Net sales                                       $ 9,697,066   $ 8,977,454    $ 3,049,494   $ 2,987,383
                                                   ----------    ----------     ----------    ----------
Costs and expenses:
  Cost of sales                                     4,408,053     4,001,219      1,366,493     1,402,404
  Operating expenses                                1,885,612     1,898,225        560,273       550,738
                                                   ----------    ----------     ----------    ----------
                                                    6,293,665     5,899,444      1,926,766     1,953,142
                                                   ----------    ----------     ----------    ----------
      Income from operations                        3,403,401     3,078,010      1,122,728     1,034,241


Other income (expense):
  Investment income                                   235,466       160,267         74,175        53,855
  (Loss) gain on sale of marketable securities       (113,888)         -               343          -
  Other                                                  (178)          (17)          (130)         -
                                                    ---------    ----------      ---------    ----------
      Income before income taxes                    3,524,801     3,238,260      1,197,116     1,088,096

Provision for income taxes                          1,282,300     1,157,000        421,400       389,000
                                                    ---------     ---------      ---------     ---------
      Net income                                  $ 2,242,501   $ 2,081,260    $   775,716   $   699,096
                                                     ========     =========       ========     =========
Earnings per common share
   (basic and diluted)                            $      0.45   $      0.42    $      0.16   $      0.14
                                                    =========     =========      =========     =========
Weighted average shares - basic                     4,934,528     4,927,688      4,937,356     4,929,539
                                                    =========     =========      =========     =========
Weighted average shares -diluted                    4,941,266     4,937,223      4,942,614     4,937,237
                                                    =========     =========      =========     =========
</table>










                 See consolidated notes to financial statements

                                        2
<PAGE>
                              UNITED-GUARDIAN, INC.
                           CONSOLIDATED BALANCE SHEETS



                                            SEPTEMBER 30,       DECEMBER 31,
                                                2005               2004
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
     Cash and cash equivalents           $   3,046,631      $    3,735,945
     Temporary investments                     698,982             402,288
     Marketable securities                   6,736,192           6,251,764
     Accounts receivable, net of
       allowance for doubtful accounts
       of $33,971 and $45,000 at
       September 30, 2005 and December 31,
       2004, respectively                    1,546,136             918,085
     Inventories (net)                         949,998           1,375,880
     Prepaid expenses and other
        current assets                         332,512             515,425
     Deferred income taxes                     210,817             223,617
                                           -----------         -----------
              Total current assets          13,521,268          13,423,004
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          3,038,127           2,975,305
     Building and improvements               2,135,603           2,089,547
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             5,376,262           5,267,384
       Less: Accumulated depreciation        4,418,982           4,269,713
                                           -----------         -----------
                                               957,280             997,671
                                           -----------         -----------

Other assets                                   108,680                 700
                                           -----------         -----------
                                        $   14,587,228      $   14,421,375
                                           ===========         ===========














                 See consolidated notes to financial statements

                                        3
<PAGE>
                              UNITED-GUARDIAN, INC.
                           CONSOLIDATED BALANCE SHEETS

                                           September 30,       DECEMBER 31,
                                               2005                2004
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  887,677
   Accounts payable                           207,414             172,320
   Accrued expenses                           315,177             395,167
   Taxes payable                               47,749                -
                                            ---------           ---------
         Total current liabilities            570,340           1,455,164
                                            ---------           ---------
 Deferred income taxes                         10,000              10,000
                                            ---------           ---------

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      5,000,339 and 4,994,739 shares
      issued, respectively, and
      4,938,139 and 4,932,539
      shares outstanding, respectively        500,034             499,474
   Capital in excess of par value           3,776,288           3,756,943
   Accumulated other comprehensive loss       (65,324)            (86,730)
   Retained earnings                       10,155,520           9,146,154
   Treasury stock, at cost; 62,200 shares    (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        14,006,888          12,956,211
                                            ---------           ---------
                                         $ 14,587,228        $ 14,421,375
                                           ==========          ==========





















                 See consolidated notes to financial statements

                                        4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
                                                           NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                              ------------
                                                         2005             2004
                                                       -------          -------
Cash flows provided by operating activities:

  Net income                                       $ 2,242,501      $ 2,081,260
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                    149,269          150,625
      Realized loss on sale of marketable securities   116,512             -
      Provision for doubtful accounts                  (11,029)            -
      Provision for inventory obsolescence                -             (91,000)
        (Increase) decrease in assets:
         Accounts receivable                          (617,022)        (319,194)
         Inventories                                   425,882         (193,548)
         Prepaid expenses and other current
           and non-current assets                       74,933           51,668
      Increase (decrease) in liabilities:
         Accounts payable                               35,094         (111,400)
         Accrued expenses and taxes payable            (32,241)          86,120
                                                    ----------       ----------
      Net cash provided by operating activities      2,383,899        1,654,531
                                                    ----------       ----------
Cash flows from investing activities:

   Acquisition of property, plant and equipment       (108,878)        (121,791)
   Net change in temporary investments                (296,694)         615,126
   Proceeds from sale of marketable securities       4,116,413        2,032,274
   Purchase of marketable securities                (4,683,147)      (2,128,539)
                                                    ----------       ----------
       Net cash (used in) provided by
         investing activities                         (972,306)         397,070
                                                    ----------       ----------
Cash flows from financing activities:

   Proceeds from exercise of stock options              19,905           24,183
   Dividends paid                                   (2,120,812)        (737,736)
                                                    ----------       ----------
     Net cash used in financing activities          (2,100,907)        (713,553)
                                                    ----------       ----------

Net (decrease) increase in cash and cash
   equivalents                                        (689,314)       1,338,048

Cash and cash equivalents at beginning of period     3,735,945        2,710,029
                                                    ----------       ----------
Cash and cash equivalents at end of period         $ 3,046,631      $ 4,048,077
                                                    ==========       ==========



                 See consolidated notes to financial statements

                                        5
<PAGE>
                              UNITED-GUARDIAN, INC.
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

     1. In the opinion of the  Company,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
2005 and the results of operations for the three and nine months ended September
30, 2005 and 2004 and cash flows for the nine months  ended  September  30, 2005
and 2004. The accounting  policies  followed by the Company are set forth in the
Company's  financial  statements included in its December 31, 2004 Annual Report
to Shareholders.

     2. The results of operations  for the nine months ended  September 30, 2005
and 2004 are not  necessarily  indicative  of the results to be expected for the
full year.

     3.  Stock-Based  Compensation:  In 2004 the  Company  approved  a new stock
option plan ("2004 Stock Option Plan"). The 1993 Employee Incentive Stock Option
Plan ("EISOP") and the Non-Statutory  ("NSSOPD") expired in 2003. No grants were
issued during the nine months ended September 30, 2005 or September 30, 2004.

     4. Inventories - Net

     Inventories consist of the following:     September 30,    December 31,
                                                    2005            2004
                                                ----------      ----------
     Raw materials and work in process          $  412,420      $  332,798
     Finished products and fine chemicals          537,578       1,043,082
                                                ----------      ----------
                                                $  949,998      $1,375,880
                                                ==========      ==========

     At  September  30, 2005 and  December  31,  2004,  the Company has reserved
$128,000 for slow moving and obsolete inventory.

     5. For purposes of the Statement of Cash Flows,  the Company  considers all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.

     Cash  payments for taxes were $983,553 and  $1,005,977  for the nine months
ended  September  30, 2005 and 2004,  respectively.  There were no payments  for
interest during these periods.

     6. Comprehensive Income (Loss)

            The components of comprehensive income (loss) are as follows:













                                        6
<page>
<table>
<caption>
                                                   Nine months ended September 30,   Three months ended September 30,
                                                          2005           2004             2005            2004
                                                         ------         ------           ------          ------
<S>                                                  <C>             <C>               <C>             <C>
Net income                                           $2,242,501      $2,081,260        $  775,716      $  699,096
                                                     ----------      ----------        ----------      ----------
Other comprehensive income (loss):
   Unrealized (loss) gain on marketable
     securities during period ......................    (82,306)        (70,866)          (38,426)          7,270
   Less: reclassification adjustment for
     losses (gains) included in net income .........    116,512            --                (343)           --
                                                     ----------      ----------        ----------      ----------
   Other comprehensive income (loss) before tax ....     34,206         (70,866)          (38,769)          7,270
Income tax expense (benefit) related to other
   comprehensive income ............................     12,800         (26,400)          (14,400)          2,800
                                                     ----------      ----------        ----------      ----------
Other comprehensive income (loss), net of tax.......     21,406         (44,466)          (24,369)          4,470
                                                     ----------      ----------        ----------      ----------
Comprehensive income net of tax .................... $2,263,907      $2,036,794        $  751,347      $  703,566
                                                     ==========      ==========        ==========      ==========
</table>
     Accumulated  other  comprehensive  income (loss) is comprised of unrealized
gains and losses on marketable securities, net of the related tax effect.

         7. Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
earnings per share at September 30, 2005 and 2004.
<table>
                                                    Nine months ended                 Three months ended
                                                      September 30,                       September 30,
                                                    2005           2004                2005           2004
                                                   ------         ------              ------         ------
<S>                                             <C>            <C>                 <C>            <C>
Numerator:
   Net income                                   $2,242,501     $2,081,260          $  775,716     $  699,096
                                                   =======      =========             =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                       4,934,528      4,927,688           4,937,356      4,929,539

Effect of dilutive securities:
   Employee stock options                            6,738          9,535               5,258          7,698
                                                 ---------      ----------          ---------      ----------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions               4,941,266      4,937,223           4,942,614      4,937,237
                                                 =========      =========           =========      =========
Basic and diluted earnings per share            $     0.45     $     0.42          $     0.16     $     0.14
                                                 =========      =========           =========      =========
</table>
     8.  The  Company  has  two  reportable  business  segments:   the  Guardian
Laboratories   Division   ("Guardian")   conducts   research,   development  and
manufacturing  of  cosmetic  ingredients,  personal  and health  care  products,


                                        7
<page>
pharmaceuticals and specialty industrial products.  Eastern Chemical Corporation
("Eastern"),  a  wholly-owned  subsidiary of the Company,  distributes a line of
fine chemicals, solutions, dyes and reagents.

     The accounting policies used to develop segment  information  correspond to
those described in the summary of significant  accounting  policies as set forth
in the Annual Report for the year ended December 31, 2004.  Segment  earnings or
loss is based on earnings  or loss from  operations  before  income  taxes.  The
reportable   segments  are  distinct   business  units  operating  in  different
industries.   They  are  separately   managed,   with  separate   marketing  and
distribution  systems.  The following  information about the two segments is for
the three and nine month periods ended September 30, 2005 and 2004.
<TABLE>
<CAPTION>
                                                                Nine months ended September 30,
                                                     2005                                            2004
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 8,847,905    $   849,161    $ 9,697,066       $ 8,119,929    $   857,525    $ 8,977,454
Depreciation and amortization           65,187           -            65,187            70,196           -            70,196
Segment income (loss) before
  income taxes*                      3,459,359         70,445      3,529,804         3,251,553        (52,620)     3,198,933

Segment assets                       2,893,000        378,643      3,271,643         3,018,158        362,946      3,381,104

Capital expenditure                     32,825           -            32,825           106,556            -          106,556

Reconciliation to Consolidated Amounts

Income before income taxes
----------------------------
Total earnings for reportable segments                           $ 3,529,804                                     $ 3,198,933
Other income, net                                                    121,400                                         160,250
Corporate headquarters expense                                      (126,403)                                       (120,923)
                                                                  ----------                                      ----------
Consolidated earnings before income taxes                        $ 3,524,801                                     $ 3,238,260
                                                                  ==========                                      ==========
Assets
------
Total assets for reportable segments                             $ 3,271,643                                     $ 3,381,104
Corporate headquarters                                            11,315,585                                      11,941,802
                                                                  ----------                                      ----------
      Total consolidated assets                                  $14,587,228                                     $15,322,906
                                                                  ==========                                      ==========
<CAPTION>
                                                               Three months ended September 30,
                                                     2005                                            2004
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 2,793,515    $   255,979    $ 3,049,494       $ 2,697,595    $   289,788    $ 2,987,383
Depreciation and amortization           20,437           -            20,437            20,429           -            20,429
Segment income (loss) before
  income taxes*                      1,131,460         38,492      1,169,952         1,085,557         (6,566)     1,078,991
</TABLE>

                                        8
<page>
<TABLE>
<S>                                                              <C>                                             <C>
Reconciliation to Consolidated Amounts

Income before income taxes
----------------------------
Total earnings for reportable segments                           $ 1,169,952                                     $ 1,078,991
Other income, net                                                     74,388                                          53,855
Corporate headquarters expense                                       (47,224)                                        (44,750)
                                                                  ----------                                      ----------
Consolidated earnings before income taxes                        $ 1,197,116                                     $ 1,088,096
                                                                  ==========                                      ==========
Other Significant items
-----------------------
</table>
<TABLE>
<CAPTION>
                                                                  Nine months ended  September 30,
                                                     2005                                           2004
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                  <C>            <C>             <C>               <C>            <C>            <C>
Expenditures for assets              $ 32,825       $ 76,053        $108,878          $106,556       $ 15,235        $121,791
Depreciation and amortization          65,187         84,082         149,269            70,196         80,429         150,625
</table>

Geographic Information
----------------------
<table>
<CAPTION>
                                                       2005                                2004
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 4,608,137   $      957,280        $ 4,979,126   $      997,482
France                                       1,182,796                           1,117,867
Other countries                              3,906,133                           2,880,461
                                           -----------    -------------        -----------    -------------
                                           $ 9,697,066   $      957,280        $ 8,977,454   $      997,482
                                           ===========    =============        ===========    =============

Major Customers
---------------
Customer A (Guardian)**                    $ 3,721,307                         $ 3,654,792
Customer B (Guardian)**                      1,022,408                             959,980
All other customers                          4,953,351                           4,362,682
                                           -----------                         -----------
                                           $ 9,697,066                         $ 8,977,454
                                           ===========                         ===========
</table>





                                        9
<page>
     * On January 1, 2005 the Company revised the estimated  overhead  allocated
to the Eastern Chemical  subsidiary due to reductions in personnel and inventory
and an overall  downsizing  of the  Eastern  operation.  This has  resulted in a
reduction  in the amount of overhead  allocated  to Eastern  and a  commensurate
increase in the amount of overhead being absorbed by the Guardian division. This
has also resulted in an increase in the overhead rate for the Guardian division.

     If the  current  allocation  had been used for the  Eastern  subsidiary  in
September  2004,  Eastern would have had earnings from operations of $42,381 and
$23,898 for the nine and three months ended September 30, 2004, respectively.

     ** At September 30, 2005 Customers A and B had balances  approximating  37%
and 15% of accounts receivable  respectively.  At September 30, 2004 Customers A
and  B  had  balances   approximating   32%  and  16%  of  accounts   receivable
respectively.


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

FORWARD LOOKING STATEMENTS

        Statements made in this Form 10-QSB which are not purely  historical are
forward-looking  statements  with  respect  to  the  goals,  plans,  objectives,
intentions,  expectations,  financial condition,  results of operations,  future
performance  and  business of the  Company.  Forward-looking  statements  may be
identified  by the use of such words as  "believes,"  "may,"  "will,"  "should,"
"intends," "plans," "estimates," or "anticipates" or other similar expressions.

     Forward-looking  statements involve inherent risks and  uncertainties,  and
important  factors  (many of which are beyond our  control)  could cause  actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
statements.  In addition to those specific risks and  uncertainties set forth in
the  Company's  reports  currently on file with the SEC, some other factors that
may affect the future results of operations of the Company are: the  development
of products that may be superior to those of the Company; changes in the quality
or  composition  of the  Company's  products;  lack of market  acceptance of the
Company's  products;  the  Company's  ability to develop new  products;  general
economic  or  industry  conditions;  intellectual  property  rights;  changes in
interest rates;  new legislation or regulatory  requirements;  conditions of the
securities  markets;  the  Company's  ability  to  raise  capital;   changes  in
accounting   principals,   policies  or   guidelines;   financial  or  political
instability;  acts  of  war  or  terrorism;  and  other  economic,  competitive,
governmental,  regulatory  and  technical  factors that may affect the Company's
operations, products, services and prices.

        Accordingly,  results actually achieved may differ materially from those
anticipated as a result of such forward-looking statements, and those statements
speak only as of the date they are made.  The Company  does not  undertake,  and
specifically disclaims, any obligation to update any forward-looking  statements
to reflect events or circumstances occurring after the date of such statements.








                                        10
<page>
OVERVIEW

     The  Company  is a  Delaware  corporation  that  operates  in two  business
segments.  Guardian conducts research,  product  development,  manufacturing and
marketing  of  cosmetic   ingredients,   personal  and  health  care   products,
pharmaceuticals, and specialty industrial products. The products manufactured by
Guardian  are  marketed  through  marketing   partners,   distributors,   direct
advertising,  mailings, and trade exhibitions.  Its most important personal care
product line is its LUBRAJEL(R) line of water based moisturizing and lubricating
gels. It also sells two pharmaceutical products, which are distributed primarily
through drug  wholesalers  and surgical  supply houses.  There are also indirect
sales to the Veteran's Administration and other government agencies, and to some
hospitals and physicians.

     While the Company does have  competition in the marketplace for some of its
products,  many of its products or processes are either unique in their field or
have some unique  characteristics,  and therefore are not in direct  competition
with the products or processes of other pharmaceutical, chemical, or health care
companies. Guardian's research and development department is actively working on
the development of new products to expand the Company's personal care line.

     The  Company  has been issued  many  patents  and  trademarks,  and intends
whenever  possible  to make  efforts to obtain  patents in  connection  with its
product development program.

     Eastern  distributes a line of fine organic chemicals,  research chemicals,
test solutions,  indicators, dyes and reagents.  Eastern's products are marketed
through  advertising  in trade  publications  and  direct  mailings.  Since  the
Company's business  activities and marketing efforts over the past several years
have  focused  increasingly  on the Guardian  division,  the Company has reduced
Eastern's  inventory levels in order to make it more marketable in the event the
Company  decides  to sell it at some  future  date.  This has  resulted  in some
reduction in sales as compared to previous  years.  Sales of this  division have
also  declined  as a result  of  increased  competition  from  new and  existing
competitors.

     Products  manufactured  by  Guardian  are  marketed  worldwide  through the
Company's extensive marketing and distribution arrangements.  Approximately half
of Guardian's sales are to foreign customers.

     The  following  discussion  and  analysis  covers  material  changes in the
financial  condition of the Company  since year end  December  31,  2004,  and a
comparison  of the results of  operations  for the three and nine month  periods
ended  September 30, 2005 and September 30, 2004.  This  discussion and analysis
should be read in conjunction with "Management's Discussion and Analysis or Plan
of Operation"  included in the Company's Form 10-KSB for the year ended December
31, 2004.

RESULTS OF OPERATIONS

     Gross revenue from operations
     -----------------------------

     For the nine month period ended  September  30, 2005,  net sales  increased
$719,612  (8.0%)  versus the  comparable  period in 2004.  Guardian  had a sales
increase of $727,976 (9%) and Eastern had a sales decrease of $8,364 (1%).



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     For the three month period ended  September 30, 2005,  net sales  increased
$62,111  (2.1%)  versus  the  comparable  period in 2004.  Guardian  had a sales
increase of $95,920 (3.6%) and Eastern had a sales decrease of $33,809 (11.7%)

     The increase in Guardian's  sales for the nine month period ended September
30,  2005 is  believed to be due to (a) an  unusually  high number of  shipments
taking place in January that resulted from some customers  requesting that their
orders  not be  shipped  until  after  the  first of the  year,  and (b)  normal
fluctuations  in the  purchasing  patterns  of its  customers.  The  decrease in
Eastern's  sales is believed to be due to normal  fluctuations in the purchasing
patterns of its customers.  The increase in Guardian's sales for the three month
period  ended  September  30,  2005 is  believed to be due to (a) an increase in
sales  of  some of  Guardian's  Lubrajel  products  to  both  new  and  existing
customers,  and  (b)  normal  fluctuations  in the  purchasing  patterns  of its
customers.  The decrease in Eastern's sales for the three months ended September
30, 2005 is believed to be due to normal fluctuations in the purchasing patterns
of it's customers.

     Cost of sales
     -------------

     Cost of sales as a  percentage  of sales  increased  to 45.5%  for the nine
months  ended  September  30, 2005 from 44.6% for the  comparable  period  ended
September 30, 2004.

     For the three months ended  September 30, 2005 compared to the three months
ended  September  30, 2004 cost of sales as a percentage  of sales  decreased to
44.8% from  46.9%.  This  decrease  is mainly due to the  company  realizing  an
unfavorable production variance in the three months ended September 30, 2004.

     Operating Expenses
     ------------------

     Operating  expenses  decreased  $12,613  (0.7%) for the nine  months  ended
September  30, 2005  compared to the  comparable  period in 2004.  For the three
month period ended September 30, 2005 operating expenses increased $9,535 (1.7%)
when compared to the comparable period ended September 30, 2004.


     Investment income
     -----------------

     Investment  income  decreased  $38,689  (24.1%) for the nine  months  ended
September 30, 2005 as compared to the comparable  period in 2004.  This increase
mainly  was  attributable  to the net  effect  of an  increase  in  income  from
securities  of $75,199 and the sale of a  portfolio  of  marketable  securities,
primarily  bonds,  the bulk of which had been managed for the Company by Merrill
Lynch.  The sale of this portfolio  resulted in a realized loss of approximately
$116,000,  of which  approximately  $107,000 had previously been recorded in the
equity  section of the  balance  sheet as an  "accumulated  other  comprehensive
loss".  Approximately $108,000 of the above loss was due to the sale of the bond
portfolio  managed by Merrill Lynch,  which, over the 18 months the company held
it, had realized  interest income net of broker fees of approximately  $154,000.
Investment income is recorded net of brokerage fees.




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<page>
     For the three months ended September 30, 2005 investment  income  increased
$20,663 (38.4%),  which was mainly  attributable to increased interest rates and
an increase in market value of some of the investments held by the company.

     Provision for income taxes
     --------------------------

     The  provision  for income taxes  increased  $125,300  (10.8%) for the nine
months ended September 30, 2005 when compared to the comparable  period in 2004.
This increase was due to (a) increased  earnings  before taxes of $286,541,  and
(b) the adding back of the approximately  $116,000 capital loss from the sale of
the Merrill Lynch bond portfolio, which loss is available to offset any realized
capital gains,  and any excess may be carried  forward for five years  following
the year of the loss. Income taxes increased $32,400 (8.3%) for the three months
ended September 30, 2005 compared to comparable period in 2004. This increase is
mainly due to an increase in income before taxes of $109,020.

     We had effective  income tax rates of 35.2% and 35.8% for the  three-months
ended  September  30, 2005 and 2004,  respectively,  and 36.4% and 35.7% for the
nine-months ended September 30, 2005 and 2004, respectively.  Differences in the
effective  income  tax rate from the  statutory  federal  income  tax rate arise
primarily from state taxes net of federal benefits and other differences.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  increased  from  $11,967,840  at  December  31,  2004  to
$12,950,928 at September 30, 2005. The current ratio  increased from 9.2 to 1 at
December  31, 2004 to 23.7 to 1 at September  30, 2005.  The increase in current
ratio was  primarily  due to the net effect of a decrease in  dividends  payable
offset  by the  decrease  in  inventories,  along  with  increases  in  accounts
receivable.  The Company has no commitments for any further  significant capital
expenditures during the remainder of 2005, and believes that its working capital
is and will continue to be sufficient to support its operating requirements.

     The company generated cash from operations of $2,383,899 and $1,654,531 for
the nine months ended  September 30, 2005 and  September 30, 2004  respectively.
The increase was  primarily  due to the net income from  operations  and the net
effect of a decrease in inventory offset by an increase in accounts receivable.

     During the nine month period ended September 30, 2005, $972,306 was used in
investment activities,  as compared to the nine month period ended September 30,
2004 when  $397,070 was provided by investing  activities.  The change is mainly
due to the net effect of the sale  (primarily  bonds) and  purchases  (primarily
bond funds) of marketable securities.

     Cash used in financing  activities was $2,100,907 and $713,553 for the nine
months  ended  September  30,  2005 and  September  30, 2004  respectively.  The
increase  was due  primarily  to an increase in  dividends  paid during the nine
months ended September 30, 2005.

Item 3.  Controls and Procedures

  (a) Evaluation of Disclosure Controls and Procedures

     Within 90 days prior to the filing of this Quarterly  Report on Form 10-QSB
the  Company's  principal  executive  officer and  principal  financial  officer
evaluated the effectiveness of the design and operation of Company's  disclosure


                                       13
<page>
controls and procedures (as defined in Rules  13a-14(c) and 15d-14(c)  under the
Securities  Exchange Act of 1934 (the  "Exchange  Act")) and concluded  that the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is accumulated and  communicated to the Company's
management,  including its officers,  as appropriate  to allow timely  decisions
regarding required disclosure, and are effective to ensure that such information
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the Securities and Exchange Commission's rules and forms.

   (b) Changes in Internal Controls

     The Company's  principal  executive officer and principal financial officer
have also concluded there were no significant  changes in the Company's internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their  evaluation,  including any  corrective  actions
with regard to significant deficiencies and material weaknesses.

                       PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS: NONE
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS: NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES: NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: NONE
ITEM 5 - OTHER INFORMATION: NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits

        31.1  Certification of Alfred  R.  Globus,  Chairman  and Chief
              Executive  Officer of the  Company, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

        31.2  Certification of Kenneth H.  Globus, President  and Chief
              Financial Officer of the  Company, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

        32.1  Certification  of Alfred R. Globus,  Chairman and Chief  Executive
              Officer  of  the   Company,   pursuant   to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.

        32.2  Certification of Kenneth H. Globus,  President and Chief Financial
              Officer  of  the   Company,   pursuant   to  Section  906  of  the
              Sarbanes-Oxley Act of 2002.

     b. Reports on Form 8-K

     There was one  report on Form 8-K filed  during the  fiscal  quarter  ended
September  30, 2005.  It was filed on August 8, 2005 and related to the issuance
of an earnings release by the Company on August 5, 2005.









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<page>
                                   SIGNATURES

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

                                      UNITED-GUARDIAN, INC.
                                       (Registrant)

                                      By:  /s/ Alfred R. Globus
                                           --------------------
                                           Alfred R. Globus
                                           Chief Executive Officer


                                       By: /s/ Kenneth H. Globus
                                           ---------------------
                                           Kenneth H. Globus
                                           Chief Financial Officer

Date:  November 10, 2005





































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