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

                                   FORM 10-QSB

(Mark One)

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


            For the quarterly period ended   June 30, 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 Company was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes      X                No
    ----------               -----------









                             Cover Page 1 of 2 Pages
<PAGE>
         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS

         Check whether the Company filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.

Yes _________             No ____________

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                    4,907,839
                                  -------------









































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

                                      INDEX


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

   Item 1 - Financial Statements

              Consolidated Statements of Income - Three and
                Six Months Ended June 30, 2003 and 2002.................   2

              Consolidated Balance Sheets -
                June 30, 2003 and December 31, 2002..................... 3-4

              Consolidated Statements of Cash Flows -
                Six Months Ended June 30, 2003 and 2002................... 5

              Consolidated Notes to Financial Statements............... 6-11

   Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations............ 11-14

   Item 3 - Controls and Procedures................................... 14-15

Part II. OTHER INFORMATION

   Item 1 - Legal Proceedings............................................ 15

   Item 2 - Changes in Securities and Use of Proceeds.................... 15

   Item 3 - Defaults Upon Senior Securities.............................. 15

   Item 4 - Submission of Matters to a Vote of Security Holders.......... 15

   Item 5 - Other Information............................................ 15

   Item 6 - Exhibits and Reports On Form 8-K............................. 15

Signatures................................................................16
















                                        1
<PAGE>
                          Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

                             SIX MONTHS ENDED           THREE MONTHS ENDED
                                   JUNE 30,                   JUNE 30,
                             2003          2002           2003          2002
                            ------        ------         ------        ------
Revenue:
  Net sales              $ 6,317,077   $ 4,710,616    $ 3,099,544   $ 2,328,168
                          ----------    ----------     ----------    ----------
Costs and expenses:
  Cost of sales            3,053,516     2,551,786      1,523,369     1,279,051
  Operating expenses       1,262,808     1,135,749        631,110       654,245
                          ----------    ----------     ----------    ----------
                           4,316,324     3,687,535      2,154,479     1,933,296
                          ----------    ----------     ----------    ----------
      Income from
         operations        2,000,753    1,023,081        945,065       394,872

Other income (expense):
  Investment income           79,164        99,088         39,923        49,464
  Gain on sale of assets         500            79           -             -
  Other                          (25)          (49)           (25)          (49)
                           ----------    ----------     ----------    ---------
      Income before
           income taxes    2,080,392     1,122,199        984,963       444,287

Provision for income taxes   742,000       393,000        350,000       153,000
                           ---------     ---------      ---------     ---------
      Net income         $ 1,338,392   $   729,199    $   634,963   $   291,287
                           =========     =========      =========     =========
Earnings per common share
   (basic and diluted)   $      0.27   $      0.15    $      0.13   $      0.06
                           =========     =========      =========     =========
Weighted average shares
  - basic                  4,883,951     4,875,617      4,886,733     4,880,386
                           =========     =========      =========     =========
Weighted average shares
  - diluted                4,900,032     4,890,378      4,905,740     4,893,622
                           =========     =========      =========     =========












                        See notes to financial statements

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

                                              JUNE 30,         DECEMBER 31,
                                                2003               2002
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
     Cash and cash equivalents           $   5,966,482      $    3,184,599
     Temporary investments                   2,774,275           4,151,787
     Marketable securities                     471,797             882,243
     Accounts receivable, net of
       allowance for doubtful accounts
       of $25,500 at June 30, 2003 and
       and December 31, 2002 respectively    1,257,608             704,560
     Inventories (net)                         654,140           1,037,315
     Prepaid expenses and other
        current assets                         232,565             342,476
     Deferred income taxes                     289,494             297,774
                                           -----------         -----------
              Total current assets          11,646,361          10,600,754
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,792,492           2,738,110
     Building and improvements               2,066,790           2,045,588
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             5,061,814           4,986,230
       Less: Accumulated depreciation        3,975,004           3,880,660
                                           -----------         -----------
                                             1,086,810           1,105,570
                                           -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $981,536 and $981,341 at
        June 30, 2003 and December 31,
        2002, respectively                         261                 456
     Other                                         700                 700
                                           -----------         -----------
                                                   961               1,156
                                           -----------         -----------
                                        $   12,734,132      $   11,707,480
                                           ===========         ===========











                        See notes to financial statements

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



                                              JUNE 30,         DECEMBER 31,
                                               2003                2002
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  488,114
   Accounts payable                           189,861             188,868
   Accrued expenses                           405,775             345,407
                                            ---------           ---------
         Total current liabilities            595,636           1,022,389
                                            ---------           ---------
 Deferred income taxes                         10,000              10,000
                                            ---------           ---------

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      4,970,039 and 4,943,339 shares
      issued, respectively; 4,907,839
      and 4,881,139 shares outstanding,
      respectively                            497,004             494,334
   Capital in excess of par value           3,636,803           3,538,423
   Accumulated other comprehensive loss       (41,813)            (55,776)
   Retained earnings                        8,396,132           7,057,740
   Treasury stock, at cost; 62,200 shares    (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        12,128,496          10,675,091
                                            ---------           ---------
                                         $ 12,734,132        $ 11,707,480
                                           ==========          ==========




















                        See notes to financial statements

                                        4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                            SIX MONTHS ENDED
                                                                 June 30,
                                                              ------------
                                                         2003            2002
                                                       -------         -------
Cash flows provided by operating activities:
  Net income                                       $ 1,338,392     $   729,199
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                    102,539         130,529
      Amortization of bond premium                       4,589           6,102
      Net gain on sale of equipment                       (500)            (79)
      Provision for doubtful accounts                   11,406            -
      Provision for inventory obsolescence              34,000            -
      (Increase) decrease in assets:
         Accounts receivable                          (564,454)         10,928
         Inventories                                   349,175          51,200
         Prepaid expenses and other current
           and non-current assets                      109,911          77,843
      Increase (decrease) in liabilities:
         Accounts payable                                  993         (40,040)
         Accrued expenses and taxes payable             60,368          29,292
                                                    ----------        --------
      Net cash provided by operating activities      1,446,419         994,974
                                                    ----------        --------
Cash flows from investing activities:
   Acquisition of property, plant and equipment        (83,584)        (72,502)
   Proceeds from sale of equipment                         500          14,500
   Net change in temporary investments               1,377,512        (231,654)
   Proceeds from sale of marketable securities         430,000            -
   Purchase of marketable securities                    (1,900)         (2,002)
                                                    ----------        --------
      Net cash provided by (used in)
       investing activities                          1,722,528        (291,658)
                                                    ----------        --------
Cash flows from financing activities:
   Proceeds from exercise of stock options             101,050          35,975
   Dividends paid                                     (488,114)       (487,044)
                                                    ----------        --------
     Net cash used in financing activities            (387,064)       (451,069)
                                                    ----------        --------

Net increase in cash and cash equivalents            2,781,883         252,247

Cash and cash equivalents at beginning of period     3,184,599       1,599,857
                                                    ----------       ---------
Cash and cash equivalents at end of period         $ 5,966,482     $ 1,852,104
                                                    ==========       =========






                        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 June 30, 2003
and the results of operations  and cash flows for the three and six months ended
June 30, 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 and six months  ended June 30,
2003 and 2002 are not  necessarily  indicative of the results to be expected for
the full year.

     3.  Stock-Based  Compensation:  At  June  30,  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.
<table>
<caption>
                                                     Six months ended              Three months ended
                                                          June 30,                       June 30,
                                                    2003            2002           2003            2002
                                                  --------        --------       --------        --------
<S>                                             <C>             <C>              <C>             <C>
Reported net income                             $1,338,392      $  729,199       $634,963        $291,287

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

 Stock-based employee compensation
   determined under the fair value based
   method, net of related tax effect               (13,195)              0         (5,979)              0
                                                 ---------        --------       --------        --------
     Pro forma net income                       $1,325,197        $729,199       $628,984        $291,287
                                                ==========        ========       ========        ========
 Earnings per share (basic and diluted)
   As reported                                  $      .27        $    .15       $    .13        $    .06
   Pro forma                                    $      .27        $    .15       $    .13        $    .06

</table>







                                        6
<page>
     4. Inventories - Net

     Inventories consist of the following:        June 30,      December 31,
                                                    2003            2002
                                                ----------      ----------
     Raw materials and work in process          $  323,105      $  269,067
     Finished products and fine chemicals          331,035         768,248
                                                ----------      ----------
                                                $  654,140      $1,037,315
                                                ==========      ==========

     At June 30, 2003 and  December 31, 2002, the  Company has reserved $332,000
and $366,000 respectively for slow moving and obsolete inventory.

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

     Cash payments for taxes were $617,645 and $290,928 for the six months ended
June 30, 2003 and 2002, respectively.

     6. Comprehensive Income (Loss)

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

<table>
<caption>
                                              Six months ended June 30,      Three months ended June 30,
                                                2003           2002               2003           2002
                                               ------         ------             ------         ------
<S>                                        <C>             <C>                 <C>             <C>
Net income                                 $1,338,392      $  729,199          $634,963        $291,287
                                            ---------         -------           -------         -------
Other comprehensive income (loss)
   Unrealized gain (loss) on
   marketable securities                       22,243         (32,852)           27,369         (31,732)
                                              -------         -------           -------         -------
Income tax benefit on
   comprehensive gain (loss)                    8,280         (14,557)           10,193         (13,195)
                                              -------         -------           -------         -------
Other comprehensive income (loss)              13,963         (18,295)           17,176         (18,537)
                                              -------         -------           -------         -------
Comprehensive income                       $1,352,355      $  710,904          $652,139        $272,750
                                            =========         =======           =======         =======
</table>
     Accumulated  other  comprehensive  income (loss) is comprised of unrealized
gains and losses on marketable securities, net of the related tax effect.










                                        7
<page>
         7. Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
earnings per share at June 30, 2003 and 2002.
<table>
<caption>
                                                     Six months ended            Three months ended
                                                         June 30,                    June  30,
                                                     2003           2002          2003           2002
                                                    ------         ------        ------         ------
<S>                                              <C>            <C>           <C>            <C>
Numerator:
   Net income                                    $1,338,392     $  729,199    $  634,963     $  291,287
                                                    =======        =======       =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                        4,883,951      4,875,617     4,886,733      4,880,386

Effect of dilutive securities:
   Employee stock options                            16,081         14,761        19,007         13,236
                                                  ---------      ---------     ---------      ---------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions                4,900,032      4,890,378     4,905,740      4,893,622
                                                  =========      =========     =========      =========
Basic and diluted earnings per share             $     0.27     $     0.15    $     0.13     $     0.06
                                                  =========      =========     =========      =========
</table>
     8. The Company has the following two reportable business segments: Guardian
Laboratories  and Eastern  Chemical.  The Guardian  segment  conducts  research,
development and manufacturing of  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 Annual Report for the year ended December 31, 2002.  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 six and three month periods ended June 30, 2003 and 2002.















                                        8
<page>
<TABLE>
<CAPTION>
                                                                Six months ended June 30,
                                                     2003                                            2002
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 5,738,137    $   578,940    $ 6,317,077       $ 4,086,007    $   624,609    $ 4,710,616
Depreciation and amortization           45,807           -            45,807            71,171           -            71,171
Segment income (loss) before
  income taxes                       2,126,841        (39,988)     2,086,853         1,130,770        (27,163)     1,103,607

Segment assets                       2,406,962        275,078      2,682,040         2,309,156         459,881      2,769,037

Expenditures for segment assets         58,845            -           58,845            14,524            -           14,524

Reconciliation to Consolidated Amounts

Income before income taxes
----------------------------
Total earnings for reportable segments                           $ 2,086,853                                     $ 1,103,607
Other income, net                                                     79,639                                          99,118
Corporate headquarters expense                                       (86,100)                                        (80,526)
                                                                  ----------                                      ----------
Consolidated earnings before income
   taxes                                                         $ 2,080,392                                     $ 1,122,199
                                                                  ==========                                      ==========
Assets
------
Total assets for reportable segments                             $ 2,682,040                                     $ 2,769,037
Corporate headquarters                                            10,052,092                                       8,261,603
                                                                  ----------                                      ----------
      Total consolidated assets                                  $12,734,132                                     $11,030,640
                                                                  ==========                                      ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                  Three months ended June 30,
                                                     2003                                            2002
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 2,842,162    $   257,382    $ 3,099,544       $ 1,988,156    $   340,012    $ 2,328,168
Depreciation and amortization           25,611           -            25,611            34,992           -            34,992
Segment income (loss) before
   income taxes                      1,013,127        (29,212)       983,915           456,862        (21,648)       435,214
</table>









                                        9
<page>
<table>
Earnings before income taxes
----------------------------
Total income for reportable segments                             $   983,915                                     $   435,214
Other income, net                                                     39,898                                          49,415
Corporate headquarters expense                                       (38,850)                                        (40,342)
                                                                  ----------                                       ---------
Consolidated earnings before income
   taxes                                                         $   984,963                                    $   444,287
                                                                  ==========                                       =========
Other significant items
-----------------------
<CAPTION>
                                                                  Six Months ended June 30,
                                                     2003                                           2002
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                 <C>           <C>            <C>                 <C>           <C>            <C>
Expenditures for assets                58,845         24,739          83,584            14,524         57,978           72,502
Depreciation and amortization          45,807         56,732         102,539            71,171         59,358          130,529

Geographic Information
----------------------
<CAPTION>
                                                       2003                                2002
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 2,323,878   $    1,087,071        $ 2,229,946   $    1,161,115
France                                         714,879                             732,871
Other countries                              3,278,320                           1,747,799
                                           -----------    -------------        -----------    -------------
                                           $ 6,317,077   $    1,087,071        $ 4,710,616   $    1,161,115
                                           ===========    =============        ===========    =============

Major Customers
---------------
Customer A (Guardian)                      $ 2,230,979                         $ 1,439,142
Customer B (Guardian)                          621,640                             573 127
All other customers                          3,464,458                           2,698,347
                                           -----------                         -----------
                                           $ 6,317,077                         $ 4,710,616
                                           ===========                         ===========
</table>











                                       10
<page>
     9. Impact of Recently Issued  Accounting  Pronouncements

        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 will 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


                                       11
<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 to 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 and six month  periods
ended June 30, 2003 and June 30, 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 six month period ended June 30, 2003 net sales increased $1,606,461
(34.1%) versus the comparable period in 2002. The Guardian Laboratories division
("Guardian")  had a sales  increase  of  $1,652,130  (40.4%)  while the  Eastern
Chemical subsidiary ("Eastern") had a sales decrease of $45,669 (7.3%).







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<page>
     For the three month period ended June 30, 2003 revenue  increased  $771,376
(33.1%) over the comparable  period in 2002.  Guardian sales increased  $854,006
(43.0%), while Eastern sales decreased $82,630 (24.3%).

     The increase in Guardian's sales for the three and six month periods is due
to an overall  increase in demand for Guardian's  products.  Some of this demand
may be  attributable  to new  launches of personal  care  products  that contain
ingredients  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 six to nine 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  decline  in  Eastern's  sales 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.  The Company does not anticipate any significant increase or decrease
in Eastern's sales in the near future.

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

     Cost of  sales as a  percentage  of sales  decreased  to 48.3%  for the six
months ended June 30, 2003 from 54.2% for the  comparable  period ended June 30,
2002. For the three month period ended June 30, 2003 compared to the three month
period ended June 30, 2002 the cost of sales as a percentage of sales  decreased
to 49.1% from 54.9%.  These  decreases are mainly due to the absorption of fixed
costs by higher sales  volume  for the three and six  month  periods  in 2003 as
compared to the same periods in the prior year.

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

     Operating expenses increased $127,059 (11.2%) for the six months ended June
30, 2003 compared to the  comparable  period in 2002. For the three month period
ended  June 30,  2003  operating  expenses  decreased  $23,135  (3.5%)  over the
comparable  period in 2002.  The  increase  was  primarily  due to  increases in
insurance costs, advertising costs and payroll and payroll related costs for the
six month period ended June 30, 2003 as compared to the same period in the prior
year.  The  decrease for the three month period ended June 30, 2003 is primarily
due to a decrease  in payroll and payroll  related  costs  compared to the prior
year.

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

     Investment  income decreased  $19,924 (20.1%) for the six months ended June
30, 2003 as compared to the  comparable  period in 2002,  and $9,541 (19.3%) for
the three months ended June 30, 2003 when compared to the  comparable  period in
2002. These decreases were attributable to a decline in interest rates.







                                       13
<page>
     Provision for income taxes
     --------------------------

     The  provision  for income  taxes  increased  $349,000  (88.8%) for the six
months ended June 30, 2003 when compared to the  comparable  period in 2002, and
$197,000  (128.8%) for the three months ended June 30, 2003 when compared to the
comparable period in 2002. These increases are due to increased  earnings before
taxes of $958,193  for the six months  ended June 30, 2003 and  $540,676 for the
three months ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital   increased  from  $9,578,365  at  December  31,  2002  to
$11,050,725  at June 30, 2003.  The current  ratio  increased  from 10.4 to 1 at
December 31, 2002 to 19.6 to 1 at June 30, 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 $1,446,419 and $994,974 for
the six months ended June 30, 2003 and June 30, 2002 respectively.  The increase
was primarily due to the increase in net income.

     During the six month period ended June 30, 2003  $1,722,528 was provided by
investment  activities,  as compared to the six months  ended June 30, 2002 when
$291,658  was used in investing  activities.  The change from  $291,658  used in
investing  activities in 2002 to $1,722,528 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  $387,064 and $451,069 for the six
months ended June 30, 2003 and June 30, 2002  respectively.  The decrease is due
primarily to an increase in stock options  exercised during the six months ended
June 30, 2003 as compared to the six months ended June 30, 2002. 13

Item 3.  Controls and Procedures

  (a) Evaluation of Disclosure Controls and Procedures

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







                                       14
<page>
   (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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits

        31.1   Certification of Chief Executive Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002

        31.2   Certification of Chief Financial Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002

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

        31.2   Certification of Chief Financial Officer 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 was one report on Form 8-K filed on May 8, 2003  pertaining
               to the issuance of an earnings release by the Company on May 7,
               2003.











                                       15
<page>
                                   SIGNATURES

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


                                      UNITED-GUARDIAN, INC.
                                       (Registrant)


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


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

Date:  August 5, 2003



































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