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, 2004
                                             ------------------

_______ 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)

-------------------------------------------------------------------------
              (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 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:

                                    4,929,539
                                  -------------









































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

                                      INDEX


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

   Item 1 - Financial Statements

              Consolidated Statements of Earnings -
                Three Months Ended March 31, 2004 and 2003..............   2

              Consolidated Balance Sheets -
                March 31, 2004 and December 31, 2003.................... 3-4

              Consolidated Statements of Cash Flows -
                Three Months Ended March 31, 2004 and 2003................ 5

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

   Item 2 - Management's Discussion and Analysis or Plan 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
















                                        1
<PAGE>
                          Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

                                               THREE MONTHS ENDED
                                                    March 31,
                                                2004          2003
                                               ------        ------
Revenue:
  Net sales                                 $ 2,967,103   $ 3,217,533
                                             ----------    ----------
Costs and expenses:
  Cost of sales                               1,273,260     1,530,147
  Operating expenses                            645,851       631,698
                                             ----------    ----------
                                              1,919,111     2,161,845
                                             ----------    ----------
      Income from operations                  1,047,992     1,055,688


Other income (expense):
  Investment income                              57,092        39,241
  Gain on sale of assets                           -              500
  Other                                             (17)         -
                                              ----------    ---------
        Income before income taxes            1,105,067     1,095,429

Provision for income taxes                      395,200       392,000
                                              ---------     ---------
      Net income                            $   709,867   $   703,429
                                              =========     =========
Earnings per common share
   (basic and diluted)                      $      0.14   $      0.14
                                              =========     =========
Weighted average shares
  - basic                                     4,923,966     4,881,139
                                              =========     =========
Weighted average shares
  - diluted                                   4,936,652     4,894,293
                                              =========     =========












                        See notes to financial statements

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

                                                    March 31,      December  31,
                                                      2004              2003
                                                 ------------     -------------
              ASSETS                              (UNAUDITED)    (DERIVED FROM
                                                               AUDITED FINANCIAL
                                                                   STATEMENTS)
Current assets:
     Cash and cash equivalents                $   2,892,108      $    2,710,029
     Temporary investments                        1,615,751           1,615,751
     Marketable securities                        6,175,001           6,098,986
     Accounts receivable, net of
       allowance for doubtful accounts
       of 27,000  at March 31, 2004
       and December 31, 2003                      1,368,389           1,007,055
     Inventories (net)                            1,118,607           1,093,312
     Prepaid expenses and other
        current assets                              304,334             264,978
     Deferred income taxes                          202,087             207,817
                                                -----------         -----------
              Total current assets               13,676,277          12,997,928
                                                -----------         -----------

Property, plant and equipment:
     Land                                            69,000              69,000
     Factory equipment and fixtures               2,882,200           2,825,125
     Building and improvements                    2,070,111           2,068,752
     Waste disposal plant                           133,532             133,532
                                                -----------         -----------
                                                  5,154,843           5,096,409
       Less: Accumulated depreciation             4,122,892           4,070,158
                                                -----------         -----------
                                                  1,031,951           1,026,251
                                                -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $981,797 and $981,732 at
        March 31, 2004 and December 31,
        2003, respectively                             -                     65
     Other                                              700                 700
                                                -----------         -----------
                                                        700                 765
                                                -----------         -----------
                                             $   14,708,928      $   14,024,944
                                                ===========         ===========








                        See notes to financial statements

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



                                              March 31          December 31,
                                                2004                2003
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  737,736
   Accounts payable                           605,293             309,921
   Accrued expenses                           431,262             350,769
   Taxes payable                              302,361                -
                                            ---------           ---------
         Total current liabilities          1,338,916           1,398,426
                                            ---------           ---------
 Deferred income taxes                         10,000              10,000
                                            ---------           ---------

Stockholders' equity:
   Common stock, $.10 par value;
      10,0000,000 shares authorized;
      4,991,739 and 4,984,439 shares
      issued, respectively; 4,929,539
      and 4,922,239 shares outstanding,
      respectively                            499,174             498,444
   Capital in excess of par value           3,740,613           3,717,160
   Accumulated other comprehensive loss       (21,170)            (30,614)
   Retained earnings                        9,501,025           8,791,158
   Treasury stock, at cost; 62,200 shares    (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        13,360,012          12,616,518
                                            ---------           ---------
                                         $ 14,708,928        $ 14,024,944
                                           ==========          ==========


















                        See notes to financial statements

                                        4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                           THREE MONTHS ENDED
                                                                March 31,
                                                              ------------
                                                         2004            2003
                                                       -------         -------
Cash flows provided by operating activities:
  Net income                                       $   709,867     $   703,429
  Adjustments to reconcile net income to net
      cash provided by operating activities
      Depreciation and amortization                     52,799          51,075
      Amortization of bond premium                        -              3,060
      Net gain on sale of equipment                       -               (500)
    Increase (decrease) in in cash resulting
       from changes in operating assets and
       liabilities
         Accounts receivable                          (361,334)       (465,376)
         Inventories                                   (25,295)        186,966
         Prepaid expenses and other assets             (39,356)         95,434
         Accounts payable                              295,372         134,782
         Accrued expenses and taxes payable            382,854         336,683
                                                    ----------        --------
      Net cash provided by operating activities      1,014,907       1,045,553
                                                    ----------        --------
Cash flows from investing activities:
   Acquisition of plant and equipment                  (58,434)        (27,730)
   Proceeds from sale of equipment                        -                500
   Net change in temporary investments                    -            387,832
   Purchase of marketable securities                  (938,764)           (866)
   Proceeds from sale of marketable securities         877,923          30,000
                                                    ----------        --------
      Net cash (used in) provided by
       investing activities                           (119,275)        389,736
                                                    ----------        --------
Cash flows from financing activities:
   Proceeds from exercise of stock options              24,183            -
   Dividends paid                                     (737,736)       (488,114)
                                                    ----------        --------
     Net cash used in financing activities            (713,553)       (488,114)
                                                    ----------        --------

Net increase in cash and cash
        equivalents                                    182,079         947,175

Cash and cash equivalents at beginning of period     2,710,029       3,184,599
                                                    ----------       ---------
Cash and cash equivalents at end of period         $ 2,892,108     $ 4,131,774
                                                    ==========       =========






                        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,
2004 and the results of  operations  and cash flows for the three  months  ended
March 31, 2004 and 2003. The accounting policies followed by the Company are set
forth in the Company's  financial  statements  included in its December 31, 2003
Annual Report to Shareholders.

     2. The results of operations  for the three months ended March 31, 2004 and
2003 are not  necessarily  indicative of the results to be expected for the full
year.

     3. Stock-Based Compensation:  At its meeting on March 19, 2004 the Board of
Directors of the Company  approved the  adoption of a new  stock-based  employee
compensation plan to replace the previous two stock-based employee  compensation
plans that expired in 2003.  The new plan covers both  employees and  Directors.
The adoption and  implementation  of new plan is subject to  ratification by the
shareholders of the Company,  which is expected to take place at the  Company's
annual meeting of stockholders  that is set for May 19, 2004. 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
arrangements  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,
                                                     2004            2003
                                                  --------         --------
Reported net income                             $  709,867      $  703,429

 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                     0          (7,216)
                                                 ---------        --------
     Pro forma net income                       $  709,867        $696,213
                                                ==========        ========
 Earnings per share (basic and diluted)
   As reported                                  $      .14        $    .14
   Pro forma                                    $      .14        $    .14




                                        6
<page>
     4. Inventories - Net

     Inventories consist of the following:        March 31,     December 31,
                                                    2004            2003
                                                ----------      ----------
     Raw materials and work in process          $  358,488      $  225,443
     Finished products and fine chemicals          760,119         867,869
                                                ----------      ----------
                                                $1,118,607      $1,093,312
                                                ==========      ==========

     At March 31, 2004 and December 31, 2003, the Company has reserved  $219,000
for slow moving and obsolete inventory.

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

     Cash  payments  for taxes were  $56,272 and $345 for the three months ended
March 31, 2004 and 2003, respectively.

     6. Comprehensive Income (Loss)

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


                                           Three months ended March 31,
                                                2004           2003
                                               ------         ------
Net income                                   $709,867        $703,429
                                              -------         -------
Other comprehensive income (loss)
   Unrealized gain (loss) on
   marketable securities                       15,175          (5,126)
                                              -------         -------
Income tax (benefit) on
   comprehensive gain (loss)                    5,730          (1,913)
                                              -------         -------
Other comprehensive income (loss)               9,445          (3,213)
                                              -------         -------
Comprehensive income                         $719,312        $700,216
                                              =======         =======

     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 March 31, 2004 and 2003.

                                                       Three months ended
                                                             March 31,
                                                        2004           2003
                                                       ------         ------
Numerator:
   Net income                                       $  709,867     $  703,429
                                                       =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                           4,923,966      4,881,139

Effect of dilutive securities:
   Employee stock options                               12,686         13,154
                                                     ---------      ---------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions                   4,936,652      4,894,293
                                                     =========      =========
Basic and diluted earnings per share                $     0.14     $     0.14
                                                     =========      =========

     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,  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, 2003.  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 month periods ended March 31, 2004 and 2003.











                                        8
<page>
<table>
<CAPTION>
                                                                  Three months ended March 31,
                                                     2004                                            2003
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 2,695,232    $   271,871    $ 2,967,103       $ 2,895,975    $   321,558   $  3,217,533
Depreciation and amortization           25,846           -            25,846            20,196           -            20,196
Segment income (loss) before
   income taxes                      1,103,931        (17,400)     1,086,531         1,113,714        (10,776)     1,102,938


Segment Assets                       2,882,597        372,164      3,254,761         2,244,340        361,631      2,065,971

Capital Expenditure                     54,592           -            54,592            16,833           -            16,833

</table>
<table>
<Caption>

Reconciliation to Consolidated Amounts

Income before income taxes
----------------------------
<S>                                                              <C>                                             <C>
Total income for reportable segments                             $ 1,086,531                                    $  1,102,938
Other income, net                                                     57,075                                          39,741
Corporate headquarters expense                                       (38,539)                                        (47,250)
                                                                  ----------                                       ---------
Consolidated earnings before income taxes                        $ 1,105,067                                    $  1,095,429
                                                                  ==========                                       =========

ASSETS
------
Total Assets for reportable segments                             $ 3,254,761                                    $  2,605,971
Corporate headquarters                                            11,454,167                                       9,785,076
                                                                 -----------                                      ----------
     Total consolidated assets                                   $14,708,928                                    $ 12,391,047
                                                                 ===========                                      ==========
</table>
<table>
<CAPTION>
Other significant items
-----------------------

                                                                Three Months ended March 31,
                                                     2004                                           2003
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   ------------
<S>                                  <C>             <C>            <C>               <C>            <C>              <C>
Capital Expenditures                 $ 54,592        $ 3,842        $ 58,434          $ 16,833       $ 10,897         $ 27,730
Depreciation and amortization          25,846         26,953          52,799            20,196         33,939           54,135
</table>

                                       9
<page>
<table>
<caption>
Geographic Information
----------------------

                                                       2004                                2003
                                           ---------------------------         ---------------------------
                                             Revenues       Long-Lived           Revenues      Long-Lived
                                                              Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 1,779,488   $    1,031,951        $ 1,598,340   $    1,082,681
France                                         346,496                             408,028
Other countries                                841,119                           1,211,165
                                           -----------    -------------        -----------    -------------
                                           $ 2,967,103   $    1,031,951        $ 3,217,533   $    1,082,681
                                           ===========    =============        ===========    =============

Major Customers
---------------
Customer A (Guardian)*                     $ 1,248,466                         $ 1,477,024
Customer B (Guardian)                          270,340                             329 132
All other customers                          1,448,297                           1,411,377
                                           -----------                         -----------
                                           $ 2,967,103                         $ 3,217,533
                                           ===========                         ===========

* At March 31, 2004  Customer A and B had  balances approximating 26% and 20%
respectively of accounts receivable. At March 31, 2003 Customer A and B had
balances approximating 47% and 21% respectively of accounts receivable.
</table>

Item 2. Management's Discussion and Analysis or Plan of Operation

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


                                       10
<page>
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
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 the end of FY-2003 on  December  31,
2003,  and a comparison of the results of operations  for the three month period
ended March 31, 2004 and March 31, 2003.  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,
2003.


                                       11
<page>
RESULTS OF OPERATIONS

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

     For the  three  month  period  ended  March 31,  2004 net  sales  decreased
$250,430 (7.8%) versus the comparable period in 2003. The Guardian  Laboratories
division  ("Guardian") had a sales decrease of $200,743 (6.9%) while the Eastern
Chemical subsidiary ("Eastern") had a sales decrease of $49,687 (15.5%).

     The  decrease  in  Guardian's  sales is believed to be due mainly to normal
fluctuations in purchasing patterns of its customers.  The decrease in Eastern's
sales is  believed  to be  partially  attributable  to  normal  fluctuations  in
purchasing patterns of its customers, but may also be partially due to some loss
of business due to the Company maintaining lower inventory levels as compared to
the prior year.

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

     Cost of sales as a  percentage  of sales  decreased  to 42.9% for the three
months ended March 31, 2004 from 47.6% for the comparable period ended March 31,
2003.  This  decrease  is mainly due to a  reduction  in the  capitalization  of
overhead for the three month period in 2004 as compared to the comparable period
in the prior year.

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

     Operating  expenses  increased  $14,153  (2.2%) for the three  months ended
March 31, 2004 compared to the comparable period in 2003.  Increases in expenses
for the three month period were mainly due to payroll and payroll related costs,
including bonus accrual.

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

     Investment  income  increased  $17,851  (45.5%) for the three  months ended
March 31, 2004 when compared to the comparable period in 2003. This increase was
attributable to an increase in investment in bonds with higher yields as opposed
to  lower-yielding  money market funds and  certificates of deposit.  Investment
income is recorded net of brokerage fees.

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

     The provision for income taxes increased $3,200 (0.8%) for the three months
ended March 31, 2004 as compared to the comparable period in 2003. This increase
is mainly due to increased  investment income,  partially offset by the decrease
in operating income during the three months ended March 31, 2004, as compared to
the comparable period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital  increased  from  $11,599,502  at  December  31,  2003  to
$12,337,361  at March 31, 2004.  The current  ratio  increased  from 9.3 to 1 at
December 31, 2003 to 10.2 to 1 at March 31, 2004. The Company has no commitments


                                       12
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for any further significant  capital  expenditures during the remainder of 2004,
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 $1,014,907 and $1,045,553 for
the three  months  ended  March 31, 2004 and March 31,  2003  respectively.  The
decrease  was  primarily  due to the net effect of  increases  and  decrease  in
accounts receivable and accounts payable.

     During the three month  period  ended March 31, 2004  $119,275  was used in
investment activities, as compared to the three months ended March 31, 2003 when
$389,736 was provided by investing activities. The change from $389,736 provided
by investing activities in 2003 to $119,275 used in investing activities in 2004
was due to an increase in purchases of marketable securities (primarily bonds).

     Cash used in financing  activities  was $713,553 and $488,114 for the three
months ended March 31, 2004 and March 31, 2003 respectively. The increase is due
primarily to an increase in  dividends  paid during the three months ended March
31, 2004 as compared to the three months ended March 31, 2003.

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.

   (b Changes in Internal Controls

     The Company's  principal  executive officer and principal financial officer
have also concluded there were no significant  changes in the Company's internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their  evaluation,  including any  corrective  actions
with regard to significant deficiencies and material weaknesses.

                       PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS: NONE
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS: NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES: NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: NONE
ITEM 5 - OTHER INFORMATION: NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K






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     a. Exhibits

        31.1  Certification of Alfred  R.  Globus,  Chairman  and Chief
              Executive  Officer of the  Company, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

        31.2  Certification of Kenneth H.  Globus, President  and Chief
              Financial of the  Company, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

        32.1  Certification  of  Alfred  R.  Globus,  Chairman  and Chief
              Executive  Officer of the  Company, pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

        32.2  Certification  of Kenneth H.  Globus,  President  and Chief
              Financial  Officer of the  Company, pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

     b. Reports on Form 8-K

               There was one report on Form 8-K filed on March 12, 2004
               pertaining to the issuance of an earnings release by the Company
               on March 12, 2004.


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
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 7, 2004









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