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, 2003
                                            --------------

_______ 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 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:

                                4,881,139
                              -------------










































                             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 -
                  Three Months Ended March 31, 2003 and 2002..........     2

           Consolidated Balance Sheets -
                  March 31, 2003 and December 31, 2002................   3-4

           Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 2003 and 2002..........     5

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

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

   Item 3. Controls and Procedures....................................    13

Part II.  OTHER INFORMATION

   Item 1 - Legal Proceedings.........................................    13

   Item 2 - Changes in Securities and Use of Proceeds.................    13

   Item 3 - Defaults Upon Senior Securities...........................    13

   Item 4 - Submission of Matters to a Vote of Security Holders.......    13

   Item 5 - Other Information.........................................    13

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

Signatures............................................................    14

Certifications (Sarbanes-Oxley Act Section 302)....................... 15-17

Exhibits 99.1 and 99.2 (Sarbanes-Oxley Act Section 906
   Certifications ....................................................    18












                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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


                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                          2003          2002
                                                         ------        ------
Revenue:
  Net sales                                           $ 3,217,533   $ 2,382,448
                                                       ----------    ----------
Costs and expenses:
  Cost of sales                                         1,530,147     1,272,735
  Operating Expenses                                      631,698       481,504
                                                        ----------    ----------
                                                        2,161,845     1,754,239
                                                        ----------    ----------
      Income from operations                            1,055,688       628,209

Other income (expense):
  Investment income                                        39,241        49,624
  Gain on sale of assets                                      500            79
                                                        ----------    ----------
        Income before income taxes                      1,095,429       677,912


Provision for income taxes                                392,000       240,000
                                                        ---------     ---------

      Net income                                      $   703,429   $   437,912
                                                        =========     =========
Earnings per common share (basic and diluted)         $      0.14   $      0.09
                                                        =========     =========

Weighted average shares - basic                         4,881,139     4,870,795
                                                        =========     =========

Weighted average shares - diluted                       4,894,293     4,887,080
                                                        =========     =========












                       See notes to financial statements.

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



                                              MARCH 31,         DECEMBER 31,
                                                2003               2002
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
    Cash and cash equivalents              $ 4,131,774         $ 3,184,599
    Temporary investments                    3,763,955           4,151,787
    Marketable securities                      844,923             882,243
    Accounts receivable, net of
       allowance for doubtful accounts
       of $25,500 at March 31, 2003
       and December 31, 2002                 1,169,936             704,560
     Inventories                               850,349           1,037,315
     Prepaid expenses and other
        current assets                         246,994             342,476
     Deferred income taxes                     299,687             297,774
                                           -----------         -----------
              Total current assets          11,307,618          10,600,754
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,749,731           2,738,110
     Building and improvements               2,053,697           2,045,588
     Waste disposal system                     133,532             133,532
                                           -----------         -----------
                                             5,005,960           4,986,230
       Less: Accumulated depreciation        3,923,637           3,880,660
                                           -----------         -----------
                                             1,082,323           1,105,570
                                           -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $981,439 and $981,341 at
        March 31, 2003 and December 31,
        2002, respectively                         358                 456
     Other                                         748                 700
                                           -----------         -----------
                                                 1,106               1,156
                                           -----------         -----------
                                           $12,391,047         $11,707,480
                                           ===========         ===========







                       See notes to financial statements.

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



                                             MARCH 31,         DECEMBER 31,
                                               2003                2002
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  488,114
   Accounts payable                           323,650             188,868
   Accrued expenses                           419,657             345,407
   Taxes payable                              262,433                -
                                            ---------           ---------
         Total current liabilities          1,005,740           1,022,389
                                            ---------           ---------

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

Stockholders' equity:
   Common stock $.10 par value;
      10,000,000 shares authorized;
      4,943.339 shares issued;
      4,881,139 shares outstanding            494,334             494,334
   Additional paid in capital               3,538,423           3,538,423
   Accumulated other comprehensive
       loss                                   (58,989)            (55,776)
   Retained earnings                        7,761,169           7,057,740
   Treasury stock, at cost; 62,200
       shares                                (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        11,375,307          10,675,091
                                            ---------           ---------
                                         $ 12,391,047        $ 11,707,480
                                           ==========          ==========

















                       See notes to financial statements.

                                        4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                           THREE MONTHS ENDED
                                                                March 31,
                                                              ------------
                                                         2003             2002
                                                       -------          -------
Cash flows provided by operating activities:
  Net income                                        $  703,429       $  437,912
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                     51,075           67,424
      Amortization of bond premium                       3,060            3,026
      Net gain on sale of equipment                       (500)             (79)
      (Increase) decrease in assets:
         Accounts receivable                          (465,376)         (84,380)
         Inventories                                   186,966          (48,312)
         Prepaid expense and other assets               95,434          119,421
      Increase (decrease) in liabilities:
         Accounts payable                              134,782           49,244
         Accrued expenses and taxes payable            336,683           74,382
                                                      --------         --------
      Net cash provided by operating activities      1,045,553          618,638
                                                      --------         --------
Cash flows from investing activities:
   Acquisition of property, plant and equipment        (27,730)         (56,911)
   Proceeds from sale of equipment                         500           14,500
   Net change in temporary investments                 387,832          (49,014)
   Proceeds from sale of marketable securities          30,000             -
   Purchase of marketable securities                      (866)            (819)
                                                      --------         --------
      Net cash provided by (used in) investing
        activities                                     389,736          (92,244)
                                                      --------         --------
Cash flows from financing activities:
   Proceeds from exercise of stock options                -               4,125
   Dividends paid                                     (488,114)        (487,044)
                                                      --------         --------
     Net cash used in financing activities            (488,114)        (482,919)
                                                      --------         --------
Net increase in cash and cash equivalents              947,175           43,475

Cash and cash equivalents at beginning
  of period                                          3,184,599        1,599,857
                                                     ---------        ---------
Cash and cash equivalents at end of period         $ 4,131,774      $ 1,643,332
                                                     =========        =========








                       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,
2003 and the results of  operations  and cash flows for the three  months  ended
March 31, 2003 and 2002. The accounting policies followed by the Company are set
forth in the Company's  financial  statements  included in its December 31, 2002
Annual Report to Shareholders.

        2. The results of  operations  for the three months ended March 31, 2003
and 2002 are not  necessarily  indicative  of the results to be expected for the
full year.

        3.  Stock-Based  Compensation:  At March 31,  2003,  the Company had two
stock-based  employee  compensation  plans.  As  permitted  under SFAS NO.  148,
Accounting for Stock-Based Compensation-Transition and Disclosure, which amended
SFAS NO.  123  Accounting  for  Stock-Based  Compensation,  United-Guardian  has
elected to continue to follow the intrinsic  value method in accounting  for its
stock-based employee compensation arrangement as defined by Accounting Principle
Board Opinion  ("APB") No. 25,  Accounting  for Stock Issued to  Employees,  and
related   interpretations   including  Financial   Accounting   Standards  Board
Interpretation  No. 44,  Accounting  for Certain  Transactions  involving  Stock
Compensation,  an  interpretation of APB No. 25. The following table illustrates
the effect on net income and  earnings  per share if the company had applied the
fair  value  recognition  provisions  of SFAS  No.123  to  stock-based  employee
compensation.

                                                   Three months ended
                                                        March 31,
                                                    2003            2002
                                                  --------        --------
    Reported net income                           $703,429        $636,116

    Stock-based employee compensation
      expense included in reported net
      income, net of related tax effects                 0               0

    Stock-based employee compensation
      determined under the fair value based
      method, net of related tax effect             (7,216)              0
                                                  --------        --------
        Pro forma net income                      $696,213        $636,116
                                                  ========        ========
   Earnings per share(basic and diluted)
     As reported                                  $    .14        $    .09
     Pro forma                                    $    .14        $    .09










                                        6
<page>
        4. Inventories

    Inventories consist of the following:        March 31,    December 31,
                                                    2003           2002
                                                ----------     ----------
     Raw materials and work in process          $  387,365     $  222,997
     Finished products and fine chemicals          462,984        814,318
                                                ----------     ----------
                                                $  850,349     $1,037,315
                                                ==========     ==========

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

        Cash  payments for taxes were $345 and $1,077 for the three months ended
March 31, 2003 and 2002, respectively.

        6. Comprehensive Income (Loss)

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

                                                Three months ended
                                                     March 31,
                                               ----------------------
                                                2003            2002
                                               ------          ------
Net income                                   $703,429        $437,912
                                              -------         -------
Other comprehensive income (loss)
   Unrealized loss on marketable
   securities                                  (5,126)         (1,120)
                                              -------         -------
Net unrealized loss                            (5,126)         (1,120)

Income tax benefit on comprehensive loss       (1,913)         (1,362)
                                              -------         -------
Other comprehensive income (loss)              (3,213)            242
                                              -------         -------
Comprehensive income                         $700,216        $438,154
                                              =======         =======

        Accumulated other comprehensive  income 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 March 31, 2003 and 2002.









                                        7
<page>
                                                     2003           2002
                                                    ------         ------
Numerator:
   Net income                                    $  703,429     $  437,912
                                                    =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                        4,881,139      4,870,795

Effect of dilutive securities:
   Employee stock options                            13,154         16,285
                                                  ---------      ---------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions                4,894,293      4,887,080
                                                  =========      =========
Basic and diluted earnings per share             $     0.14     $     0.09
                                                  =========      =========

        Options to purchase 8,500 shares of the company's common stock have been
excluded from the computation of diluted  earnings per share in the three months
ended March 31, 2003 as their inclusion would be antidilutive.

        8. The Company  has the  following  two  reportable  business  segments:
Guardian  Laboratories  and Eastern  Chemical.  The  Guardian  segment  conducts
research, development and manufacturing of pharmaceuticals,  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, 2002 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, 2003 and 2002.
<TABLE>
<CAPTION>
                                                                  Three months ended March 31,
                                                     2003                                           2002
                                     ------------------------------------           ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL           GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------      ------------   ------------   -----------
<S>                                <C>            <C>            <C>              <C>            <C>            <C>
Revenues from external customers   $ 2,895,975    $   321,558    $ 3,217,533      $ 2,097,851    $   284,597    $ 2,382,448
Depreciation and amortization           20,196           -            20,196           36,179           -            36,179
Segment income (loss) before
  income tax expense (benefit)       1,113,714        (10,776)     1,102,938          673,908         (5,515)       668,393

Segment assets                       2,244,340        361,631      2,605,971        2,402,146        407,528      2,809,674

Capital expenditure                     16,833            -           16,833            9,983            -            9,983

Reconciliation to Consolidated Amounts
</table>

                                        8
<page>
<table>
<S>                                                              <C>                                            <C>
Income before income taxes
--------------------------
Total income for reportable segments                             $ 1,102,938                                    $   668,393
Other income, net                                                     39,741                                         49,703
Corporate headquarters expense                                       (47,250)                                       (40,184)
                                                                  ----------                                     ----------
Consolidated income before income
   taxes                                                         $ 1,095,429                                    $   677,912
                                                                  ==========                                     ==========
Assets
------
Total assets for reportable segments                             $ 2,605,971                                    $ 2,809,674
Corporate headquarters                                             9,785,076                                      8,050,740
                                                                  ----------                                     ----------
      Total consolidated assets                                  $12,391,047                                    $10,860,414
                                                                  ==========                                     ==========
</TABLE>
<TABLE>
<CAPTION>
Other significant items
-----------------------                                           Three months ended March 31,
                                                     2003                                             2002
                                   ------------------------------------------       ------------------------------------------
                                     Segment                     Consolidated         Segment                     Consolidated
                                      Totals       Corporate        Totals             Totals       Corporate        Totals
                                   ------------   ------------   -------------      ------------   ------------   --------------
<S>                                    <C>            <C>             <C>               <C>            <C>             <C>
Capital expenditures                   16,833         10,897          27,730             9,983         46,928          56,911
Depreciation and amortization          20,196         33,939          54,135            36,179         34,271          70,450
</table>
<TABLE>
<CAPTION>
Geographic Information
----------------------                                       Three months ended March 31,
                                                       2003                                 2002
                                           ---------------------------         ----------------------------
                                             Revenues      Long-Lived             Revenues      Long-Lived
                                                             Assets                               Assets
                                           -----------    -------------        ------------    -------------
<S>                                        <C>           <C>                    <C>           <C>
United States                              $ 1,598,340   $    1,082,681         $ 1,112,804   $    1,209,379
France                                         408,028                              435,357
Other countries                              1,211,165                              834,287
                                           -----------    -------------        ------------    -------------
                                           $ 3,217,533   $    1,082,681         $ 2,382,448   $    1,209,379
                                           ===========    =============        ============    =============
Major Customers
---------------
Customer A (Guardian)                      $ 1,477,024                          $   694,187
Customer B (Guardian)                          329,132                              354,415
All other customers                          1,411,377                            1,333,846
                                           -----------                          -----------
                                           $ 3,217,533                          $ 2,382,448
                                           ===========                          ===========
</table>


                                        9
<page>
        In June  2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities,"  which  addresses  accounting for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance,  principally  Emerging  Issues Task Force Issue No. 94-3. SFAS No. 146
requires  that the  liability  for  costs  associated  with an exit or  disposal
activity  be  recognized  when the  liability  is  incurred.  SFAS No.  146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly  SFAS No. 146 may affect  the timing of  recognizing  future
restructuring costs as well as the amount recognized.  SFAS No. 146 is effective
for exit or disposal  activities  that are  initiated  after  December 31, 2002.
Management  believes  that the  adoption of SFAS No. 146 did not have a material
impact on its results of operations or financial position.

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 the 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.

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




                                       10
<page>
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  distributes an extensive 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 and are sold both to distributors and directly
to users for use in a wide variety of applications. Since the Company's business
activities  and  marketing  efforts  over the past  several  years have  focused
increasingly on the Guardian  division,  which the Company  believes has greater
growth potential,  the Company is in the process of reducing Eastern's inventory
levels in order to make the subsidiary  more marketable in the event the Company
decides to sell the Eastern operation at some future date.

        Products  manufactured by the Company are marketed worldwide through its
extensive  marketing and distribution  arrangements.  Approximately  half of the
Company'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,  2002,  and a
comparison of the results of operations  for the three month periods ended March
31, 2003 and March 31, 2002.  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, 2002.

RESULTS OF OPERATIONS

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

        For the three month  period  ended  March 31,  2003 net sales  increased
$835,085 (35.1%) versus the comparable period in 2002. The Guardian Laboratories
division ("Guardian") had a sales increase of $798,124 (38.0%) while the Eastern
Chemical subsidiary ("Eastern") had a sales increase of $36,961 (13.0%).

        The increase in Guardian's sales for the three month period is due to an
increase  in the  demand for  Guardian's  products.  Some of this  demand may be
attributable to new launches of personal care products that contain  ingredients




                                       11
<page>
produced by Guardian,  by companies that had been  refraining from launching new
products due to the poor  economic  conditions  that have  prevailed in both the
U.S.  and  overseas.  Based  on  information  provided  to  the  Company  by its
distributors, over the past few months there has been an increase in activity on
the part of many  customers,  which has  resulted  in  increased  demand for the
Company's  products.  The increase in Eastern's  sales for the first  quarter is
believed to be due mainly to normal  fluctuations in the purchasing  patterns of
its customers.

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

        Cost of sales as a percentage of sales  decreased to 47.6% for the three
months ended March 31, 2003 from 53.4% for the comparable period ended March 31,
2002.  This decrease is mainly due to the  absorption of fixed costs by a higher
sales volume in the first quarter of 2003 versus the comparable quarter in 2002.

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

        Operating  expenses increased $150,194 (31.2%) in the three months ended
March 31, 2003 versus the comparable period in 2002. This increase was primarily
due to increases  in insurance  costs,  advertising  costs,  payroll and payroll
related costs for the three month period ended March 31, 2003 as compared to the
three month period ended March 31, 2002.

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

        Investment  income decreased  $10,383 (20.9%) for the three months ended
March 31, 2003 as compared to the comparable period in 2002. The decrease in the
three month period was attributable to a decline in interest rates.

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

        The provision for income taxes  increased  152,000 (63.3%) for the three
months ended March 31, 2003 when compared to the comparable  period in 2002. The
increase is due to  increased  earnings  before  taxes of $417,517 for the three
months ended March 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

        Working  capital  increased  from  $9,578,365  at  December  31, 2002 to
$10,301,878  at March 31, 2003.  The current ratio  increased  from 10.4 to 1 at
December 31, 2002 to 11.2 to 1 at March 31, 2003. The Company has no commitments
for any further significant  capital  expenditures during the remainder of 2003,
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 $1,045,553 and $618,638
for the three months ended March 31, 2003 and March 31, 2002  respectively.  The
increase was primarily due to the increase in net income.





                                       12
<page>
        During  the three  month  period  ended  March 31,  2003,  $389,736  was
provided by investment  activities,  as compared to the three months ended March
31, 2002 when $92,244 was used in investing activities.  The change from $92,244
used  in  investing  activities  in  2002  to  $389,736  provided  by  investing
activities  in 2003 was due to a decrease in purchases of temporary  investments
(primarily certificates of deposit) and marketable securities, and redemption of
some certificates of deposit.

        Cash used in  financing  activities  was  $488,114  and $482,919 for the
three months ended March 31, 2003 and March 31, 2002, respectively. The increase
was due primarily to an increase in dividends paid during the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002.

Item 3.  Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures

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

     While the Company has claims arise from time to time in the ordinary course
of its  business,  the  settlement  of such  claims  in the  past  has not had a
material  adverse  effect on the  Company's  financial  position  and results of
operations.  The Company does not have any claims pending at the present time.

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




                                       13
<page>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits

        99.1   Chief Executive Officer certification pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

        99.2   Chief Financial Officer certification pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

     b. Reports on Form 8-K

         There were no reports on Form 8-K filed during the three month period
         ended March 31, 2003.






                                   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:  May 9, 2003















                                       14
<page>
                  SARBANES-OXLEY ACT SECTION 302 CERTIFICATION

I, Alfred R. Globus,  Chief Executive Officer of United-Guardian,  Inc.,
certify that:

1.  I have reviewed  this quarterly  report on  Form 10-QSB of  United-Guardian,
    Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
       information  relating  to  the  registrant,  including  its  consolidated
       subsidiaries,  is made  known  to us by  others  within  those  entities,
       particularly  during the period in which this  quarterly  report is being
       prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
       procedures  as of a date  within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and

    c) presented   in  this   quarterly   report  our   conclusions   about  the
       effectiveness  of the  disclosure  controls and  procedures  based on our
       evaluation as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
       controls which could adversely affect the registrant's ability to record,
       process,  summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
       employees  who  have a  significant  role  in the  registrant's  internal
       controls; and







                                       15
<page>
6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


Date:  May 9, 2003                     /s/ Alfred R. Globus
                                       --------------------------------
                                       Alfred R. Globus
                                       Chief Executive Officer



                  SARBANES-OXLEY ACT SECTION 302 CERTIFICATION

I,  Kenneth  H.  Globus,   President  and  Chief  Financial  Officer  of
United-Guardian, Inc., certify that:

1.  I have reviewed  this quarterly  report on  Form 10-QSB of  United-Guardian,
    Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
       information  relating  to  the  registrant,  including  its  consolidated
       subsidiaries,  is made  known  to us by  others  within  those  entities,
       particularly  during the period in which this  quarterly  report is being
       prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
       procedures  as of a date  within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and

    c) presented   in  this   quarterly   report  our   conclusions   about  the
       effectiveness  of the  disclosure  controls and  procedures  based on our
       evaluation as of the Evaluation Date;






                                       16
<page>
5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
       controls which could adversely affect the registrant's ability to record,
       process,  summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
       employees  who  have a  significant  role  in the  registrant's  internal
       controls; and

6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


Date:  May 9, 2003                     /s/ Kenneth H. Globus
                                       --------------------------------
                                       Kenneth H. Globus
                                       President and Chief Financial Officer































                                       17
<page>
EXHIBIT 99.1
------------

                             UNITED-GUARDIAN, INC.
               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     In  connection  with the  Quarterly  Report of  United-Guardian,  Inc. (the
"Registrant") on Form 10-QSB for the period ending March 31, 2003, as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Alfred R. Globus,  Chief Executive  Officer of the  Registrant,  hereby certify,
pursuant to 18 U.S.C.  section 1350,  as adopted  pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

    (1) the Report fully  complies  with the  requirements  of Section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) the information contained in the Report fairly presents, in all material
        respects,  the financial  condition  and  result  of  operations  of the
        Company.

May 9, 2003                               /s/ Alfred R. Globus
                                          ---------------------------
                                          Alfred R. Globus
                                          Chief Executive Officer

EXHIBIT 99.2
------------

                              UNITED-GUARDIAN, INC.
               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     In  connection  with the  Quarterly  Report of  United-Guardian,  Inc. (the
"Registrant") on Form 10-QSB for the period ending March 31, 2003, as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Kenneth H. Globus,  President  and Chief  Financial  Officer of the  Registrant,
hereby  certify,  pursuant to 18 U.S.C.  section  1350,  as adopted  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

    (1) the Report fully  complies  with the  requirements  of Section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) the information contained in the Report fairly presents, in all material
        respects,  the financial  condition  and  result  of  operations  of the
        Company.

May 9, 2003                               /s/ Kenneth H. Globus
                                          ---------------------------
                                          Kenneth H. Globus
                                          President and Chief Financial Officer





                                       18