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, 2002
                               ------------------

_______ 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)

                              (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 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>
         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:

                                4,934,339
                              -------------










































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

                                  INDEX


                                                                    Page No.
                                                                    --------
Part I.  Financial Information:

         Consolidated Statements of Earnings -

                  Three Months Ended March 31, 2002 and 200             2

         Consolidated Balance Sheets -
                  March 31, 2002 and December 31, 2001                 3-4

         Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 2002 and 2001            5

         Consolidated Notes to Financial Statements                    6-9

         Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                           9-11

Part II. Other Information                                              11
































                                    1
<PAGE>
                                  UNITED-GUARDIAN, INC.
                           CONSOLIDATED STATEMENTS OF EARNINGS
                                       (UNAUDITED)


                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                          2002          2001
                                                         ------        ------
Revenue:
  Net sales                                           $ 2,382,448   $ 2,829,845
                                                       ----------    ----------
Costs and expenses:
  Cost of sales                                         1,272,735     1,297,714
  Selling, general and administrative                     481,504       581,999
                                                        ----------    ----------
                                                        1,754,239     1,879,713
                                                        ----------    ----------
      Earnings from operations                            628,209       950,132

Other income (expense):
  Interest expense                                           -              (25)
  Investment income                                        49,624        66,009
  Gain on sale of assets                                       79          -
                                                        ----------    ----------
        Earnings before income taxes                      677,912     1,016,116


Provision for income taxes                                240,000       380,000
                                                        ---------     ---------

      Net earnings                                    $   437,912   $   636,116
                                                        =========     =========
Earnings per common share (basic and diluted)         $      0.09   $      0.13
                                                        =========     =========

Basic weighted average shares                           4,870,795     4,863,140
                                                        =========     =========

Diluted weighted average shares                         4,887,080     4,888,777
                                                        =========     =========















                         See notes to financial statements.

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



                                               MARCH 30,       DECEMBER 31,
                                                2002               2001
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
    Cash and cash equivalents           $    1,643,332      $    1,599,857
    Temporary investments                    4,414,128           4,365,114
    Marketable securities                      941,021             944,348
    Accounts receivable, net of
       allowance for doubtful accounts
       of $63,100 at March 31, 2002
       and December 31, 2001, respectively     928 768             844,388
     Inventories                             1,233,847           1,185,535
     Prepaid expenses and other
        current assets                         208,753             327,924
     Deferred income taxes                     281,186             279,824
                                           -----------         -----------
              Total current assets           9,651,035           9,546,990
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,689,222           2,698,088
     Building and improvements               2,019,737           2,019,136
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             4,911,491           4,919,756
       Less: Accumulated depreciation        3,725,051           3,721,343
                                           -----------         -----------
                                             1,186,440           1,198,413
                                           -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $959,608 and $946,647 at
        March 31, 2002 and December 31,
        2001, respectively                      22,189              35,150
     Other                                         750               1,000
                                           -----------         -----------
                                                22,939              36,150
                                           -----------         -----------
                                        $   10,860,414      $   10,781,553
                                           ===========         ===========







                         See notes to financial statements.

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



                                             MARCH 30,         DECEMBER 31,
                                               2002                2001
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  487,044
   Accounts payable                           262,972             213,728
   Accrued expenses                           343,064             344,304
   Taxes payable                               75,622                -
                                            ---------           ---------
         Total current liabilities            681,658           1,045,076
                                            ---------           ---------

 Deferred income taxes                         10,000              10,000
                                            ---------           ---------

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      issued, 4,934,639 and  4,932,639
      shares, respectively; outstanding
      4,872,439 and 4,870,439 shares,
      respectively                            493,464             493,264
   Capital in excess of par value           3,496,443           3,492,518
   Accumulated other comprehensive
       loss                                   (23,782)            (24,024)
   Retained earnings                        6,562,261           6,124,349
   Treasury stock, at cost; 62,200
       shares                                (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        10,168,756           9,726,477
                                            ---------           ---------
                                         $ 10,860,414        $ 10,781,553
                                           ==========          ==========















                       See notes to financial statements.

                                       4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                           THREE MONTHS ENDED
                                                                March 31,
                                                              ------------
                                                         2002            2001
                                                       -------         -------
Cash flows provided by operating activities:
  Net earnings                                     $   437,912     $   636,116
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                     67,424          66,019
      Amortization of bond premium                       3,026
      Net gain on sale of equipment                        (79)           -
      (Increase) decrease in assets:
         Accounts receivable                           (84,380)       (348,835)
         Inventories                                   (48,312)        139,652
         Prepaid expense and other current assets      119,421          13,772
      Increase (decrease) in liabilities:
         Accounts payable                               49,244          57,738
         Accrued expenses and taxes payable             74,382         262,354
                                                      --------        --------
      Net cash provided by operating activities        618,638         826,816
                                                      --------        --------
Cash flows from investing activities:
   Acquisition of property, plant and equipment        (56,911)        (31,208)
   Proceeds from sale of equipment                      14,500            -
   Net change in temporary investments                 (49,014)       (534,939)
   Purchase of marketable securities                      (819)           (796)
                                                      --------        --------
      Net cash used in investing activities            (92,244)       (566,943)
                                                      --------        --------
Cash flows from financing activities:
   Principal payments on long-term debt                   -             (2,579)
   Proceeds from exercise of stock options               4,125           9,601
   Dividends paid                                     (487,044)       (486,114)
                                                      --------        --------
     Net cash used in financing activities            (482,919)       (479,092)
                                                      --------        --------
Net increase (decrease) in cash and cash
  equivalents                                           43,475        (219,219)

Cash and cash equivalents at beginning
  of period                                          1,599,857       2,226,812
                                                     ---------       ---------
Cash and cash equivalents at end of period         $ 1,643,332     $ 2,007,593
                                                     =========       =========








                       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, 2002 and December 31, 2001 and the results of operations and
cash  flows for the three  months  ended  March  31,  2002 and 2001.  The
accounting  policies  followed  by  the  Company  are  set  forth  in the
Company's  financial  statements included in its December 31, 2001 Annual
Report to Shareholders.

         2. The results of  operations  for the three  months ended March
31,  2002 and 2001 are not  necessarily  indicative  of the results to be
expected for the full year.

         3. Inventories

     Inventories consist of the following:        March 31,    December 31,
                                                    2002           2001
                                                ----------     ----------
     Raw materials and work in process          $  363,460     $  245 849
     Finished products and fine chemicals          870,387        939,686
                                                ----------     ----------
                                                $1,233,847     $1,185,535
                                                ==========     ==========

         4. 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 $1,077 and $129,476 for the three
months ended March 31, 2002 and 2001, respectively.

         5. Comprehensive Income (Loss)

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





















                                        6
<page>
                                                Three months ended
                                                     March 31,
                                                2002           2001
                                               ------         ------
Net income                                   $437,912        $636,116
                                              -------         -------
Other comprehensive income (loss)
   Unrealized loss on marketable
   securities                                  (1,120)        (29,758)
                                              -------         -------
Net unrealized loss                            (1,120)        (29,758)
                                              -------         -------
Income tax benefit on comprehensive
   income                                      (1,362)        (11,100)
                                              -------         -------
Other comprehensive income (loss)                 242         (18,658)
                                              -------         -------
Comprehensive income                         $438,154        $617,458
                                              =======         =======

         Accumulated   other   comprehensive   income  is   comprised  of
unrealized gains and losses on marketable securities,  net of the related
tax effect.

         6. Earnings Per Share

         The  following  table  sets forth the  computation  of  basic  and
diluted earnings per share at March 31, 2002 and 2001.

                                                     2002           2001
                                                    ------         ------
Numerator:
   Net income                                    $  437,912     $  636,116
                                                    =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                        4,870,795      4,863,140

Effect of dilutive securities :
   Employee stock options                            16,285         25,637
                                                  ---------      ---------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions                4,887,080      4,888,777
                                                  =========      =========
Basic and diluted earnings per share             $     0.09     $     0.13
                                                  =========      =========










                                        7
<page>
         7.  The  Company  has  the  following  two  reportable  business
segments:  Guardian  Laboratories  and  Eastern  Chemical.  The  Guardian
segment   conducts    research,    development   and   manufacturing   of
pharmaceuticals,  medical  devices,  cosmetics,  products and proprietary
specialty  chemical  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  December  31, 2001 Annual  Report.  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  months ended  March
31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                  Three months ended March 31,
                                                     2002                                            2001
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 2,097,851    $   284,597    $ 2,382,448       $ 2,438,437    $   391,408    $ 2,829,845
Depreciation and amortization           36,179           -            36,179            37,937           -            37,937
Segment earnings before income
  taxes                                673,908         (5,515)       668,393           975,017         13,128        988,145

Segment assets                       2,402,146        407,528      2,809,674         2,913,212        382,296      3,295,508

Expenditures for segment assets          9,983            -            9,983             3,685            -            3,685

Reconciliation to Consolidated Amounts

Earnings before income taxes
----------------------------
Total earnings for reportable segments                           $   668,393                                     $   988,145
Other earnings                                                        49,703                                          65,984
Corporate headquarters expense                                       (40,184)                                        (38,013)
                                                                  ----------                                       ---------
Consolidated earnings before income
   taxes                                                         $   677,912                                     $ 1,016,116
                                                                  ==========                                       =========
Assets
------
Total assets for reportable segments                             $ 2,809,674                                     $ 3,295,508
Corporate headquarters                                             8,050,740                                       6,560,345
                                                                  ----------                                       ---------
      Total consolidated assets                                  $10,860,414                                     $ 9,855,853
                                                                  ==========                                       =========
</TABLE>





                                         8
<page>
<TABLE>
<CAPTION>
Other significant items
-----------------------
                                                     2002                                           2001
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                 <C>           <C>            <C>                 <C>           <C>            <C>
Interest Expense                    $    -        $     -        $     -             $    -        $       25     $         25
Expenditures for assets                 9,983         46,928          56,911             3,685         27,523           31,208
Depreciation and amortization          36,179         31,245          67,424            37,937         28,082           66,019

Geographic Information
----------------------
                                                       2002                                2001
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 1,112,804   $    1,209,379        $ 1,311,231   $    1,319,719
France                                         435,357                             592,864
Other countries                                834,287                             925,750
                                           -----------    -------------        -----------    -------------
                                           $ 2,382,448   $    1,209,379        $ 2,829,845   $    1,319,719
                                           ===========    =============        ===========    =============


Major Customers
---------------
Customer A (Guardian)                      $   694,187                         $   999,805
Customer B (Guardian)                          354,415                             506,819
All other customers                          1,333,846                           1,323,221
                                           -----------                         -----------
                                           $ 2,382,448                         $ 2,829,845
                                           ===========                         ===========
</TABLE>

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

RESULTS OF OPERATIONS

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

         For the  three  month  period  ended  March  31,  2002 net sales
decreased  $447,397  (15.8%)  versus the  comparable  period in 2001. The
Guardian  Laboratories  division  ("Guardian")  had a sales  decrease  of
$340,586 (14.0%) while the Eastern Chemical subsidiary  ("Eastern") had a
sales decrease of $106,811 (27.3%).

         The decrease in  Guardian's  sales for the three month period is
due to a decline  in  demand  for  Guardian's  products  that  Registrant


                                         9
<page>
believes  is partly  due to the  economic  condition  both in the  United
States and overseas.  The decline in Eastern's  sales quarter is believed
to be due mainly to normal fluctuations in the purchasing patterns of its
customers,  but  may  also be  partially  attributable  to  some  loss of
business due to an inability to provide some  products as a result of the
ongoing program to reduce Eastern's on-hand inventory.

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

         Cost of sales as a  percentage  of sales  increased to 53.4% for
the three  months  ended  March 31,  2002 from  45.9% for the  comparable
period  ended  March  30,  2001.  This  increase  is  mainly  due  to the
absorption  of fixed  costs by a lower  sales  volume in the  quarter  as
compared to the prior year.

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

         Operating  expenses  decreased  $100,495  (17.3%)  in the  three
months ended March 31, 2002  compared to the  comparable  period in 2001.
This decrease was primarily due to decreases in consulting fees, payroll,
and payroll related costs for the three month period ended March 31, 2002
as compared to the three month period ended March 31, 2001.

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

         Investment income decreased $16,385 (24.8%) for the three months
ended March 31, 2002 as  compared  to the  comparable  period in 2001 The
decrease  in the three  month  period  was  attributable  to a decline in
interest rates.

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

         The  provision  for income taxes  decreased  140,000  (36.8) the
three months ended March 31, 2002 when compared to the comparable  period
in 2001.  The  decrease  is due to  decreased  earnings  before  taxes of
$338,204 for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  increased from $8,501,914 at December 31, 2001
to $8,969,377 at March 31, 2002. The current ratio  increased from 9.1 to
1 at December 31, 2001 to 14.2 to 1 at March 31, 2002. The Company has no
commitments for any further significant  capital  expenditures during the
remainder  of 2002,  and  believes  that its working  capital is and will
continue to be sufficient to support its operating requirements.

         Cash flows provided by operating  activities  decreased $208,178
(25.2%)  for the three  months  ended  March  31,  2002 as  compared  the
comparable  period in 2001.  This decrease is mainly due to a decrease in
net earnings for the three months ended March 31, 2002.



                                        10
<page>
         Cash  flows  used in  investing  activities  increased  $474,699
(83.7%) in the three  months  ended March 31,  2002 when  compared to the
comparable  period in 2001.  This  increase  is mainly  due a decline  in
additional temporary investments.

         Cash flows used in financing  activities increased $ 3,827 (.8%)
in the three months ended March 31, 2002 when compared to the  comparable
period in 2001.  This  increase  is  mainly  due to a  decrease  in stock
options exercised during the three month period ended March 30, 2002 when
compared to 2001.

                       PART II - OTHER INFORMATION

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

             a. Exhibits - None
             b. Reports on Form 8-K - None


                                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
                                           Alfred R. Globus
                                           Chief Executive Officer


                                       By: Kenneth H. Globus
                                           Kenneth H. Globus
                                           Chief Financial Officer


Date:  May 9, 2002

















                                        11