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  _____March 31, 1997_____

_________Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _________  to  _________

Commission File Number   ____0-7855___

                          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)


                                 (516) 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  registrant  was required to
file such reports),  and (2) has been subject to such filing requirements
for the past 90 days.

Yes  ____X____         No  ________

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

         Check  whether the  registrant  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

                               4,762,889
               -------------------------------------------


<PAGE>
                          UNITED-GUARDIAN, INC.

                                  INDEX


                                                            Page No.
                                                           --------

Part I.  Financial Information:

         Consolidated Statements of Earnings -
                  Three Months Ended
                  March 31, 1997 and 1996                     2

         Consolidated Balance Sheets -
                  March 31, 1997 and December 31, 1996        3-4

         Consolidated Statements of Cash Flows -
                  Three Months Ended
                  March 31, 1997 and 1996                     5

         Consolidated Notes to Financial Statements           6

         Management's Discussion and Analysis of
                    Financial Condition and Results of
                               Operations 7

Part II  Other Information                                    8




<PAGE>


                          UNITED-GUARDIAN, INC.
                   CONSOLIDATED STATEMENTS OF EARNINGS
                               (UNAUDITED)


                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                                       ---------
                                               1997              1996
                                               ----              ----

Net sales                                 $  1,894,588     $   1,929,386
                                            ----------        ----------
Costs and expenses:
     Cost of sales                           1,192,057         1,245,754
     Operating expenses                        470,024           487,520
                                            ----------        ----------
                                             1,662,081         1,733,274
                                            ----------        ----------
           Earnings from operations            232,507           196,112

Other income (expense):
     Interest income                             4,893             1,909
     Interest expense                          (14,027)          (22,553)
                                            ----------         ---------
           Earnings before income taxes        223,373           175,468

Provision for income taxes                      84,900            66,600
                                            ----------         ---------
           Net earnings                   $    138,473     $     108,868
                                            ==========         =========

Earnings per common share                 $        .03     $         .02
                                            ==========         =========



                    See notes to financial statements.
                                    2

<PAGE>

                          UNITED-GUARDIAN, INC.
                       CONSOLIDATED BALANCE SHEETS



                                               MARCH 31,       DECEMBER 31,
                                                 1997              1996
                                              ----------       -----------
                       ASSETS                 (UNAUDITED)
Current assets:
    Cash and cash equivalents              $     551,632    $     826,079
    Accounts receivable
         (less allowance for doubtful
          accounts of $ 38,900 at
          March 31, 1997 and
          December 31, 1996)                   1,033,332          859,146
     Inventories                               1,637,275        1,812,629
     Prepaid expenses and other
          current assets                         150,143          199,516
     Deferred income taxes                       116,233          116,233
                                              ----------       ----------
              Total current assets             3,488,615        3,813,603
                                              ----------       ----------

Property, plant and equipment:
     Land                                         69,000           69,000
     Factory equipment and fixtures            2,159,245        2,119,223
     Building and improvements                 1,774,703        1,766,174
     Waste disposal plant                        133,532          133,532
                                              ----------       ----------
                                               4,136,480        4,087,929
      Less: Accumulated depreciation           2,647,021        2,583,297
                                              ----------       ----------
                                               1,489,459        1,504,632
      Assets under capital leases, net             4,692            6,934
                                              ----------       ----------
                                               1,494,151        1,511,566
                                              ----------       ----------

Other assets:
      Processes and patents, net                 330,851          351,835
      Other                                      263,684          177,135
                                              ----------       ----------
                                                 594,535          528,970
                                              ----------       ----------
                                           $   5,577,301    $   5,854,139
                                              ==========       ==========




                    See notes to financial statements.
                                    3
<PAGE>
                          UNITED-GUARDIAN, INC.
                       CONSOLIDATED BALANCE SHEETS



                                             MARCH 31,        DECEMBER 31,
                                               1997               1996
                                           ------------      ------------
LIABILITIES AND                             (UNAUDITED)
STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                    $    209,955      $     222,743
      Dividends payable                         ---               238,144
      Accrued expenses and other                89,868            100,772
      Current portion of long term
          debt and capital lease
          obligations                          110,658            114,241
      Taxes payable                             32,005            155,231
                                           -----------       ------------
            Total current liabilities          442,486            831,131
                                           -----------       ------------
Long-term debt                                 448,334            475,000
                                           -----------       ------------
Capital lease obligations                       ---                ---
                                           -----------       ------------
Deferred income taxes                           31,618             31,618
                                           -----------       ------------

Stockholders' equity:
   Common stock $.10 par value,                476,289            476,289
       authorized 10,000,000 shares,
       issued and outstanding
       4,762,889 shares
   Capital in excess of par value            3,089,380          3,089,380
   Retained earnings                         1,089,194            950,721
                                           -----------       ------------
            Total stockholders' equity       4,654,863          4,516,390
                                           -----------       ------------
                                          $  5,577,301      $   5,845,139
                                           ===========       ============




                    See notes to financial statements.
                                    4
<PAGE>
                          UNITED-GUARDIAN, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                          ---------
                                                     1997           1996
                                                     ----           ----

Cash flows from operating activities:
  Net earnings                                  $   138,473    $  108,868
  Adjustments to reconcile net earnings
     to net cash flows provided by
    (used in) operations:
       Depreciation and amortization                 86,950        74,763
       (Increase) decrease in assets:
          Accounts receivable                      (174,186)      138,083
          Inventories                               175,354        11,032
          Prepaid expenses and other assets         (37,176)     (106,427)
       Increase (decrease) in liabilities:
          Accounts payable                          (12,788)      (47,145)
          Accrued expenses and other               (134,130)       20,646
                                                  ---------      --------
        Net cash provided by (used in)
             operating activities                    42,497       199,820
                                                  ---------      --------

Cash flows from investing activities:
   Acquisition of property, plant and
      equipment                                     (48,551)      (74,270)
                                                  ---------      --------
        Net cash (used in) investing activities     (48,551)      (74,270)
                                                  ---------      --------

Cash flows from financing activities:
   Dividends paid                                  (238,144)       ---
   Increase notes payable-bank, net                  ---           40,000
   Principal payments on long-term debt             (29,166)      (28,720)
   Proceeds from long term debt                      ---           20,000
   Principal payments on capital lease
           obligations                               (1,083)       (1,082)
                                                  ---------      --------
        Net cash provided by (used in)
             financing activities                  (268,393)       30,198
                                                  ---------      --------
Net increase (decrease) in cash
      and cash equivalents                         (274,447)      155,748

Cash and cash equivalents at beginning
          of period                                  826,079      307,061
                                                  ----------     --------
Cash and cash equivalents at
          end of period                         $    551,632   $  462,809
                                                  ==========     ========




                    See 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 March 31, 1997 and December 31, 1996 and the results of operations and
cash  flows for the three  months  ended  March  31,  1997 and 1996.  The
accounting  policies  followed  by  the  Company  are  set  forth  in the
Company's  financial  statements included in the December 31, 1996 Annual
Report.

         2. The results of  operations  for the three  months ended March
31,  1997 and 1996 are not  necessarily  indicative  of the results to be
expected  for the  full  year.  Certain  prior  year  amounts  have  been
reclassified to conform with the current year presentation.

         3. 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  interest  were $14,171 and $22,266 for the three
months ended March 31, 1997 and March 31, 1996 respectively.

     Cash  payments  for income  taxes were  $208,126 and $35,183 for the
three months ended March 31, 1997 and March 31, 1996 respectively.







                                     6
<PAGE>

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

     Net Sales.  Net Sales decreased  $34,798 (1.8%) for the three months
ended March 31, 1997 as compared to the  comparable  period in 1996.  The
Guardian  Laboratories  division  ("Guardian")  had a sales  increase  of
$13,528 (.9%) while the Eastern  Chemical  subsidiary  ("Eastern")  had a
sales decrease of $48,326  (10.5%).  The decrease in Eastern's  sales and
the  increase  in  Guardian's  sales  were  both  attributable  to normal
fluctuations in the purchasing patterns of their respective customers.

     Cost of Sales.  As a percentage  of sales,  cost of sales  decreased
from  64.6% for the three  months  ended  March 31,  1996 to 62.9% in the
comparable  period in 1997.  This  decrease  was due to several  factors.
First,  the lower sales of  Eastern,  which  operates  at a lower  profit
margin  than  Guardian.  Second,  a  reduction  in the  cost of a key raw
material in one of Guardian's core products.

     Operating  Expenses  decreased  $17,496  (3.6%) for the three months
ended March 31, 1997 when compared to the comparable  period in 1996. The
decrease was due  primarily to the  elimination  of the costs  associated
with two different consulting  arrangements that had been in place in the
prior year.

     Interest Expense decreased $8,526 (37.8%) for the three months ended
March 31,  1997 when  compared  to the  comparable  period in 1996.  This
decrease  was  mainly  due to a  lower  average  balance  of  bank  loans
outstanding.

     Interest Income increased $2,984 (156.3%) for the three months ended
March 31,  1997 when  compared  to the  comparable  period in 1996.  This
increase is primarily due to an increase in short term invested balances.

Financial Condition

     Working  capital was  $2,982,472 at December 31, 1996 and $3,046,129
at March 31, 1997. The current ratio increased from 4.59 to 1 at December
31, 1996 to 7.88 to 1 at March 31, 1996.  The Company  believes  that its
working  capital is and will  continue  to be  sufficient  to support its
operating requirements.


                                     7
<PAGE>
                       PART II - OTHER INFORMATION


Item 6 (b)   Exhibits and Reports on Form 8-K

             a. Exhibits

                Exhibit 27.  Financial Data Schedule

             b. Reports on Form 8-K

                No  reports  have  been  filed  on Form 8-K  during  this
quarter.


                          UNITED-GUARDIAN, INC.

                                SIGNATURES


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


                                       UNITED-GUARDIAN, INC.
                                       (Registrant)


                                       By: Alfred R. Globus
                                       Chief Executive Officer and
                                       Chief Financial Officer

Date:  May 13, 1997


                                     8