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   June 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 Small Business Issuer 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
-------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

-------------------------------------------------------------------------
       (Former Name, Former Address and Former Fiscal Year, if Changed
          Since Last Report)

     Check  whether  the issuer (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 Company 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>
         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

     Check 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 July 27, 2005:

                                    4,938,139
                                  -------------











































                             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 -
                Six Months Ended June 30, 2005 and 2004................    2

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

              Consolidated Statements of Cash Flows -
                Six Months Ended June 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...................................    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>
                                                       SIX MONTHS ENDED           THREE MONTHS ENDED
                                                           JUNE 30,                     JUNE 30,
                                                      2005          2004           2005          2004
                                                     ------        ------         ------        ------
<S>                                               <C>           <C>            <C>           <C>
Revenue:
  Net sales                                       $ 6,647,572   $ 5,990,071    $ 2,767,455   $ 3,022,968
                                                   ----------    ----------     ----------    ----------
Costs and expenses:
  Cost of sales                                     3,041,560     2,598,815      1,272,793     1,325,555
  Operating expenses                                1,325,339     1,347,487        656,646       701,636
                                                   ----------    ----------     ----------    ----------
                                                    4,366,899     3,946,302      1,929,439     2,027,191
                                                   ----------    ----------     ----------    ----------
      Income from operations                        2,280,673     2,043,769        838,016       995,777


Other income (expense):
  Investment income                                   161,291       106,412         94,952        49,320
  Loss on sale of marketable securities              (114,231)         -              -             -
  Other                                                   (48)          (17)          -             -
                                                    ---------    ----------      ---------    ----------
      Income before income taxes                    2,327,685     2,150,164        932,968     1,045,097

Provision for income taxes                            860,900       768,000        321,900       372,800
                                                    ---------     ---------      ---------     ---------
      Net income                                  $ 1,466,785   $ 1,382,164    $   611,068   $   672,297
                                                     ========     =========       ========     =========
Earnings per common share
   (basic and diluted)                            $      0.30   $      0.28    $      0.12   $      0.14
                                                    =========     =========      =========     =========
Weighted average shares - basic                     4,932,761     4,926,753      4,932,981     4,929,539
                                                    =========     =========      =========     =========
Weighted average shares -diluted                    4,940,239     4,937,206      4,940,204     4,937,759
                                                    =========     =========      =========     =========
</table>











                 See consolidated notes to financial statements

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



                                               JUNE 30         DECEMBER 31,
                                                2005               2004
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
     Cash and cash equivalents           $   2,191,186      $    3,735,945
     Temporary investments                     698,052             402,288
     Marketable securities                   7,085,053           6,251,764
     Accounts receivable, net of
       allowance for doubtful accounts
       of $33,971 and $45,000 at
       June 30, 2005 and December 31,
       2004, respectively                    1,481,111             918,085
     Inventories (net)                       1,039,641           1,375,880
     Prepaid expenses and other
        current assets                         328,942             515,425
     Deferred income taxes                     196,417             223,617
                                           -----------         -----------
              Total current assets          13,020,402          13,423,004
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          3,033,217           2,975,305
     Building and improvements               2,117,144           2,089,547
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             5,352,893           5,267,384
       Less: Accumulated depreciation        4,370,237           4,269,713
                                           -----------         -----------
                                               982,656             997,671
                                           -----------         -----------

Other assets                                       258                 700
                                           -----------         -----------
                                        $   14,003,316      $   14,421,375
                                           ===========         ===========














                 See consolidated notes to financial statements

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

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

Current liabilities:
   Dividends payable                       $     -             $  887,677
   Accounts payable                           201,366             172,320
   Accrued expenses                           526,221             395,167
   Taxes payable                               24,228                -
                                            ---------           ---------
         Total current liabilities            751,815           1,455,164
                                            ---------           ---------
 Deferred income taxes                         10,000              10,000
                                            ---------           ---------

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      4,996,339 and 4,994,739 shares
      issued, respectively, and
      4,934,139 and 4,932,539
      shares outstanding, respectively        499,634             499,474
   Capital in excess of par value           3,762,648           3,756,943
   Accumulated other comprehensive loss       (40,955)            (86,730)
   Retained earnings                        9,379,804           9,146,154
   Treasury stock, at cost; 62,200 shares    (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        13,241,501          12,956,211
                                            ---------           ---------
                                         $ 14,003,316        $ 14,421,375
                                           ==========          ==========




















                 See consolidated notes to financial statements

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

                                   (UNAUDITED)

                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                              ------------
                                                         2005             2004
                                                       -------          -------
Cash flows provided by operating activities:

  Net income                                       $ 1,466,785      $ 1,382,164
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                    100,524          103,180
      Realized loss on sale of marketable securities   116,855             -
      Provision for doubtful accounts                  (11,029)            -
      Provision for inventory obsolescence                -             (91,000)
        (Increase) decrease in assets:
         Accounts receivable                          (551,997)        (308,427)
         Inventories                                   336,239         (294,667)
         Prepaid expenses and other current
           and non-current assets                      186,925            7,445
      Increase (decrease) in liabilities:
         Accounts payable                               29,046          165,972
         Accrued expenses and taxes payable            155,282          148,572
                                                    ----------       ----------
      Net cash provided by operating activities      1,828,630        1,113,239
                                                    ----------       ----------
Cash flows from investing activities:

   Acquisition of property, plant and equipment        (85,509)         (99,024)
   Net change in temporary investments                (295,764)          98,743
   Proceeds from sale of marketable securities       3,465,351        1,175,677
   Purchase of marketable securities                (4,342,520)      (1,247,013)
                                                    ----------       ----------
      Net cash used in investing activities         (1,258,442)         (71,617)
                                                    ----------       ----------
Cash flows from financing activities:

   Proceeds from exercise of stock options               5,865           24,183
   Dividends paid                                   (2,120,812)        (737,736)
                                                    ----------       ----------
     Net cash used in financing activities          (2,114,947)        (713,553)
                                                    ----------       ----------

Net (decrease) increase in cash and cash
   equivalents                                      (1,544,759)         328,069

Cash and cash equivalents at beginning of period     3,735,945        2,710,029
                                                    ----------       ----------
Cash and cash equivalents at end of period         $ 2,191,186      $ 3,038,098
                                                    ==========       ==========



                 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 June 30, 2005
and the results of  operations  and cash flows for the six months ended June 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 six months  ended June 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 six months ended June 30, 2005 or June 30, 2004.

     4. Inventories - Net

     Inventories consist of the following:        June 30,     December 31,
                                                    2005            2004
                                                ----------      ----------
     Raw materials and work in process          $  339,933      $  332,798
     Finished products and fine chemicals          699,708       1,043,082
                                                ----------      ----------
                                                $1,039,641      $1,375,880
                                                ==========      ==========

      At June 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 $585,674 and $712,432 for the six months ended
June 30, 2005 and 2004, respectively.

     6. Comprehensive Income (Loss)

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















                                        6
<page>
<table>
<caption>
                                                       Six months ended June 30,     Three months ended June 30,
                                                          2005           2004           2005            2004
                                                         ------         ------         ------          ------
<S>                                                  <C>             <C>             <C>             <C>
Net income                                           $1,466,785      $1,382,164      $  611,068      $  672,297
                                                     ----------      ----------      ----------      ----------
Other comprehensive income (loss):
   Unrealized (loss) gain on marketable
     securities during period ......................    (43,880)        (78,136)         55,313         (93,311)
   Less: reclassification adjustment for
     losses included in net income .................    116,855            --              -               --
                                                     ----------      ----------      ----------      ----------
   Other comprehensive income before tax ...........     72,975         (78,136)         55,313         (93,311)
Income tax benefit (expense) related to other
   comprehensive income ...........................      27,200         (29,200)         20,600         (34,930)
                                                     ----------      ----------      ----------      ----------
Other comprehensive income (loss), net of tax.......     45,775         (48,936)         34,713         (58,381)
                                                     ----------      ----------      ----------      ----------
Comprehensive income net of tax .................... $1,512,560      $1,333,228      $  645,781      $  613,916
                                                     ==========      ==========      ==========      ==========
</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 June 30, 2005 and 2004.
<table>
                                                     Six months ended                 Three months ended
                                                         June 30,                           June 30,
                                                    2005           2004                2005           2004
                                                   ------         ------              ------         ------
<S>                                             <C>            <C>                 <C>            <C>
Numerator:
   Net income                                   $1,466,785     $1,382,164          $  611,068     $  672,297
                                                   =======      =========             =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                       4,932,761      4,926,753           4,932,981      4,929,539

Effect of dilutive securities:
   Employee stock options                            7,478         10,453               7,223          8,220
                                                 ---------      ----------          ---------      ----------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions               4,940,239      4,937,206           4,940,204      4,937,759
                                                 =========      =========           =========      =========
Basic and diluted earnings per share            $     0.30     $     0.28          $     0.12     $     0.14
                                                 =========      =========           =========      =========
</table>
     8. The Company has the following two reportable business segments: Guardian
Laboratories  and Eastern  Chemical.  The Guardian  segment  conducts  research,
development and manufacturing of cosmetic ingredients,  personal and health care


                                        7
<page>
products, pharmaceuticals and specialty industrial products. The Eastern segment
distributes 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 six month periods ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>
                                                                 Six months ended June 30,
                                                     2005                                            2004
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 6,054,390    $   593,182    $ 6,647,572       $ 5,422,334    $   567,737    $ 5,990,071
Depreciation and amortization           44,750           -            44,750            49,767           -            49,767
Segment income (loss) before
  income taxes*                      2,327,899         31,953      2,359,852         2,165,996        (46,054)     2,119,942

Segment assets                       2,648,972        354,204      3,003,176         3,134,561        551,755      3,686,316

Capital expenditure                     27,916           -            27,916            92,221            -           92,221

Reconciliation to Consolidated Amounts

Income before income taxes
----------------------------
Total earnings for reportable segments                           $ 2,359,852                                     $ 2,119,942
Other (loss) income, net                                              47,012                                         106,395
Corporate headquarters expense                                       (79,179)                                        (76,173)
                                                                  ----------                                      ----------
Consolidated earnings before income taxes                        $ 2,327,685                                     $ 2,150,164
                                                                  ==========                                      ==========
Assets
------
Total assets for reportable segments                             $ 3,003,176                                     $ 3,686,316
Corporate headquarters                                            11,000,140                                      11,272,847
                                                                  ----------                                      ----------
      Total consolidated assets                                  $14,003,316                                     $14,959,163
                                                                  ==========                                      ==========
<CAPTION>
                                                               Three months ended June 30,
                                                     2005                                            2004
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 2,486,642    $   280,813    $ 2,767,455       $ 2,727,102    $   295,866    $ 3,022,968
Depreciation and amortization           23,415           -            23,415            23,921           -            23,921
Segment income (loss) before
  income taxes*                        857,842         19,679        877,521         1,062,065        (28,654)     1,033,411
</TABLE>

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

Income before income taxes
----------------------------
Total earnings for reportable segments                           $   877,521                                     $ 1,033,411
Other income, net                                                     94,952                                          49,320
Corporate headquarters expense                                       (39,505)                                        (37,634)
                                                                  ----------                                      ----------
Consolidated earnings before income taxes                        $   932,968                                     $ 1,045,097
                                                                  ==========                                      ==========
Other Significant items
-----------------------
</table>
<TABLE>
<CAPTION>
                                                                   Six months ended  June 30,
                                                     2005                                           2004
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                  <C>            <C>             <C>               <C>            <C>            <C>
Expenditures for assets              $ 27,916       $ 57,593        $ 85,509          $ 92,221       $  6,803        $ 99,024
Depreciation and amortization          44,750         55,774         100,524            49,767         53,413         103,180
</table>

Geographic Information
----------------------
<table>
<CAPTION>
                                                       2005                                2004
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 3,391,534   $      982,656        $ 2,936,424   $    1,022,160
France                                         781,473                             753,847
Other countries                              2,474,565                           2,299,800
                                           -----------    -------------        -----------    -------------
                                           $ 6,647,572   $      982,656        $ 5,990,071   $    1,022,160
                                           ===========    =============        ===========    =============

Major Customers
---------------
Customer A (Guardian)**                    $ 2,313,604                         $ 2,527,401
Customer B (Guardian)**                        665,793                             627,476
All other customers                          3,668,175                           2,835,194
                                           -----------                         -----------
                                           $ 6,647,572                         $ 5,990,071
                                           ===========                         ===========
</table>





                                        9
<page>
     * The Company has 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 June
2004,  Eastern would have had earnings from operations of $18,483 and $5,308 for
the six and three months ended June 30, 2004, respectively.

     ** At June 30, 2005  Customers A and B had balances  approximating  49% and
15% of accounts receivable respectively.  At June 30, 2004 Customers A and B had
balances approximating 40% and 14% 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.  Its Guardian  Laboratories  Division  ("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.

     The Company's Eastern Chemical subsidiary ("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 six month period ended June 30,
2005  and  June  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 six month period ended June 30, 2005, net sales increased  $657,501
(11.0%) versus the comparable  period in 2004.  Guardian had a sales increase of
$632,056 (11.7%) and Eastern had a sales increase of $25,445 (4.5%).




                                       11
<page>
     For the three  month  period  ended  June 30,  2005,  net  sales  decreased
$255,513  (8.5%)  versus the  comparable  period in 2004.  Guardian  had a sales
decrease of $240,460 (8.8%) and Eastern had a sales decrease of $15,053 (5.1%)

     The  increase in  Guardian's  sales for the six month period ended June 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 increase in Eastern's  sales is
believed  to be due to normal  fluctuations  in the  purchasing  patterns of its
customers.  The  decrease in  Guardian's  sales for the three month period ended
June 30, 2005 is believed to be due to (a) an increase in sales of the company's
pharmaceutical products in the first quarter that resulted from a price increase
that went into  effect on March 1st,  causing  some  customers  to take in extra
inventory in the first quarter that would  otherwise  have been purchased in the
second quarter,  and (b) normal  fluctuations in the purchasing  patterns of its
customers.  The decrease in Eastern's  sales for the three months ended June 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 45.8%  for the six
months ended June 30, 2005 from 43.4% for the  comparable  period ended June 30,
2004.  For the three  months  ended June 30, 2005  compared to the three  months
ended June 30, 2004 cost of sales as a percentage of sales increased to 46% from
43.8%.  These  increases  are mainly due to (a)  increases in standard  overhead
rates;  (b) increases in fixed overhead  costs,  (primarily  payroll and payroll
related  costs);  and (c) a higher than normal  sales  volume of a product  with
higher costs in anticipation of a March 1st price increase for that product.

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

     Operating  expenses  decreased $22,148 (1.6%) for the six months ended June
30, 2005 compared to the  comparable  period in 2004. For the three month period
ended June 30, 2005 operating expenses decreased $44,990 (6.4%). These decreases
are mainly due to the higher standard overhead allocation to manufacturing.

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

     Investment  income decreased  $59,352 (55.8%) for the six months ended June
30, 2005 as compared to the comparable  period in 2004. This decrease mainly was
attributable  to the net effect of an  increase  in income  from  securities  of
$54,879 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 $105,000 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






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<page>
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.

     For the three  months  ended  June 30,  2005  investment  income  increased
$45,632 (92.5%),  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 $92,900 (12.1%) for the six months
ended  June 30,  2005 when  compared  to the  comparable  period  in 2004.  This
increase was due to (a) increased earnings before taxes of $177,521,  and (b)the
adding back of the approximately $116,000 loss on sale of the Merrill Lynch bond
portfolio,  which is not currently  deductible.  Income taxes decreased  $50,900
(13.7%) for the three months ended June 30, 2005 compared to  comparable  period
in 2004.  This  decrease is mainly due to a decrease in income  before  taxes of
$112,129.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  increased  from  $11,967,840  at  December  31,  2004  to
$12,268,587  at June 30,  2005.  The current  ratio  increased  from 9.2 to 1 at
December 31, 2004 to 17.3 to 1 at June 30, 2005.  The increase in current  ratio
was  primarily  due to the net effect of a decrease  in  dividends  payable  and
inventories,  along with increases in accounts  receivable and accrued expenses.
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 $1,828,630 and $1,113,239 for
the six months ended June 30, 2005 and June 30, 2004 respectively.  The increase
was primarily due to the net effect decreases in inventory, prepaid expenses and
dividends  payable  offset by  increases  in accounts  receivable  and  accounts
payable.

     During the six month  period ended June 30,  2005,  $1,258,442  was used in
investment activities,  as compared to $71,617 for the six months ended June 30,
2004. 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 $2,114,947 and $713,553 for the six
months ended June 30, 2005 and June 30, 2004 respectively.  The increase was due
primarily to an increase in dividends  paid during the six months ended June 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





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<page>
evaluated the effectiveness of the design and operation of Company's  disclosure
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 were two reports on Form 8-K filed  during the fiscal  quarter  ended
June 30,  2005.  One was filed on May 9, 2005 and related to the  issuance of an
earnings  release by the Company on May 6, 2005.  The other was filed on May 20,
2005 and related to the payment of a cash dividend to stockholders.







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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:  August 5, 2005





































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