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   September 30, 2001
                               ----------------------

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

For the transition period from __________  to  ___________

Commission File Number    0-7855
                        ----------

                            UNITED-GUARDIAN, INC.
-------------------------------------------------------------------------
     (Exact Name of Small Business Issuer as Specified in Its Charter)

          Delaware                                11-1719724
-------------------------------      ------------------------------------
(State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
  Incorporation or Organization)

              230 Marcus Boulevard., Hauppauge, New York 11788
-------------------------------------------------------------------------
                  (Address of Principal Executive Offices)

                              (631) 273-0900
-------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

-------------------------------------------------------------------------
       (Former Name, Former Address and Former Fiscal Year, if Changed
          Since Last Report)

         Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

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




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

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

Yes _________             No ____________

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                4,870,439
                              -------------





































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

                                       INDEX


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

         Consolidated Statements of Earnings -
                  Nine and Three Months Ended
                  September 30, 2001 and 2000                          2

         Consolidated Balance Sheets -
                  September 30, 2001 and December 31, 2000             3-4

         Consolidated Statements of Cash Flows -
                  Nine Months Ended September 30, 2001 and 2000         5

         Consolidated Notes to Financial Statements                    6-10

         Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                           11-12

Part II. Other Information                                             12




























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


                               NINE MONTHS ENDED           THREE MONTHS ENDED
                                 SEPTEMBER 30,              SEPTEMBER 30,
                               2001         2000          2001          2000
                               ----         ----          ----          ----
Revenue:
  Net sales               $ 7,625,049  $ 7,795,787    $ 2,201,249   $ 1,941,977
                            ---------    ---------      ---------     ---------
Costs and expenses:
  Cost of sales             3,638,997    3,791,152      1,017,445       916,405
  Selling, general and
    administrative          1,747,294    1,639,314        535,456       513,171
                            ---------    ---------      ---------     ---------
                            5,386,291    5,430,466      1,552,901     1,429,576
                            ---------    ---------      ---------     ---------
      Earnings from
         operations         2,238,758    2,365,321        648,348       512,401

Other income (expense):
  Interest expense                (38)        (354)            (1)         (220)
  Investment income           186,713      154,720         54,968        63,632
  Loss on sale of asset        (8,859)        -            (8,859)         -
                             ---------    ---------      ---------     ---------
        Earnings before
         income taxes       2,416,574     2,519,687        694,456      575,813


Provision for
   income taxes               902,740      940,000        260,000       214,500
                            ---------    ---------      ---------     ---------

      Net earnings        $ 1,513,834  $ 1,579,687    $   434,456   $   361,313
                            =========    =========      =========     =========
Earnings per common
   share - basic and
   diluted                $      0.31  $      0.32    $      0.09   $      0.07
                            =========    =========      =========     =========

Basic weighted average
   shares                   4,867,465    4,892,270      4,870,029     4,890,956
                            =========    =========      =========     =========
Diluted weighted
   average shares           4,887,602    4,920,441      4,884,338     4,920,396
                            =========    =========      =========     =========





                           See notes to financial statements.

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



                                            SEPTEMBER 30,      DECEMBER 31,
                                                2001               2000
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
    Cash and cash equivalents           $      998,907      $    2,226,812
    Temporary investments                    4,803,100           2,736,886
    Marketable securities                      828,742             270,924
    Accounts receivable, net of
       allowance for doubtful accounts
       of $46,700 and $47,300 at
       September 30, 2001 and December 31,
       2000, respectively                      760,310             801,070
     Inventories                             1,259,026           1,464,564
     Prepaid expenses and other
        current assets                         225,617             169,605
     Deferred income taxes                     244,264             224,688
                                           -----------         -----------
              Total current assets           9,119,966           7,894,549
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,680,424           2,613,203
     Building and improvements               2,019,137           1,985,342
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             4,902,093           4,801,077
       Less: Accumulated depreciation        3,687,140           3,533,542
                                           -----------         -----------
                                             1,214,953           1,267,535
                                           -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $933,686 and $894,802 at
        September 30, 2001 and December 31,
        2000, respectively                      48,111              86,995
     Note receivable - officer                    -                147,316
     Other                                       1,000               1,000
                                           -----------         -----------
                                                49,111             235,311
                                           -----------         -----------
                                        $   10,384,030      $    9,397,395
                                           ===========         ===========


                         See notes to financial statements.

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



                                          SEPTEMBER 30,        DECEMBER 31,
                                               2001                2000
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  486,114
   Accounts payable                           217,587             178,035
   Accrued expenses                           360,254             262,120
   Taxes payable                                 -                 79,450
   Current portion of long-term
      debt                                       -                  6,036
                                            ---------           ---------
         Total current liabilities            577,841           1,011,755
                                            ---------           ---------

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

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      issued, 4,932,639 and  4,901,139
      shares, respectively; outstanding
      4,870,439 and 4,861,139 shares,
      respectively                            493,264             490,114
   Capital in excess of par value           3,464,518           3,373,417
   Accumulated other comprehensive
       loss                                   (36,180)             (3,274)
   Retained earnings                        6,234,217           4,720,383
   Treasury stock, at cost;
       62,200 and 40,000 shares,
       respectively                          (359,630)           (205,000)
                                            ---------           ---------
         Total stockholders' equity         9,796,189           8,375,640
                                            ---------           ---------
                                         $ 10,384,030        $  9,397,395
                                            =========           =========








                        See notes to financial statements.


                                       4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                            NINE MONTHS ENDED
                                                              September 30,
                                                              ------------
                                                         2001            2000
                                                       -------         -------
Cash flows provided by operating activities:
  Net earnings                                     $ 1,513,834     $ 1,579,687
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                    204,776         224,985
      Net loss on sale of equipment                      8,859            -
      Provision for doubtful accounts                     (600)         (5,751)
      (Increase) decrease in assets:
         Accounts receivable                            41,360         130,709
         Inventories                                   205,538        (154,109)
         Prepaid expense and other current assets      (63,326)        (34,813)
      Increase (decrease) in liabilities:
         Accounts payable                               39,552        (101,100)
         Accrued expenses and taxes payable             18,684          (7,989)
                                                      --------        --------
      Net cash provided by operating activities      1,968,677       1,631,619
                                                      --------        --------
Cash flows from investing activities:
   Acquisition of property, plant and equipment       (131,369)       (133,106)
   Proceeds from sale of equipment                       9,200            -
   Net change in temporary investments              (2,066,214)     (2,124,517)
   Purchase of marketable securities                  (660,300)         (3,226)
   Proceeds from sale of marketable securities          50,000
                                                      --------        --------
      Net cash used in investing activities         (2,798,683)     (2,260,849)
                                                      --------        --------
Cash flows from financing activities:
   Principal payments on long-term debt                 (6,036)         (7,626)
   Proceeds from exercise of stock options              94,251          29,981
   Dividends paid                                     (486,114)       (391,131)
                                                      --------        --------
     Net cash used in financing activities            (397,899)       (368,776)
                                                      --------        --------
Net decrease in cash and cash
  equivalents                                       (1,227,905)       (998,006)

Cash and cash equivalents at beginning
  of period                                          2,226,812       2,014,556
                                                     ---------       ---------
Cash and cash equivalents at end of period         $   998,907     $ 1,016,550
                                                     =========       =========




                       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 September 30, 2001 and December 31, 2000 and the results of operations
and cash flows for the three and nine months ended September 30, 2001 and
2000.  The accounting  policies  followed by the Company are set forth in
the  Company's  financial  statements  included in its  December 31, 2000
Annual Report to Shareholders.

         2. The results of operations for the three and nine months ended
September 30, 2001 and 2000 are not necessarily indicative of the results
to be expected for the full year.

         3. Inventories

     Inventories consist of the following:     September 30,   December 31,
                                                   2001            2000
                                                ----------     ----------
     Raw materials and work in process          $  313,546     $  261 891
     Finished products and fine chemicals          945,480      1,202,673
                                                ----------     ----------
                                                $1,259,026     $1,464,564
                                                ==========     ==========


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

         Cash payments for interest were $38 and $354 for the nine months
ended September 30, 2001 and 2000, respectively.

         Cash payments for taxes were  $1,078,271  and $1,027,826 for the
nine months ended September 30, 2001 and 2000, respectively.

         5. Comprehensive Income

            The components of comprehensive income are as follows:













                                        6
<page>
<TABLE>
<CAPTION>
                                           Nine months ended                   Three months ended
                                              September 30,                        September 30,
                                         2001             2000                 2001           2000
                                        ------           ------              -------         -------
<S>                                  <C>               <C>                  <C>             <C>
Net income                           $1,513,834        $1,579,687           $434,456        $361,313
                                      ---------         ---------            -------         -------
Other comprehensive income
   Unrealized gain (loss)on
   marketable securities                (52,482)            1,109            (36,505)         (1,500)
                                      ---------         ---------            -------         -------
Net unrealized gain (loss)              (52,482)            1,109            (36,505)         (1,500)
                                      ---------         ---------            -------         -------
Income tax expense (benefit)on
   comprehensive income                 (19,576)              413            (13,623)           (521)
                                      ---------         ---------            -------         -------
Other comprehensive income (loss)       (32,906)              696            (22,882)           (979)
                                      ---------         ---------            -------         -------
Comprehensive income                 $1,480,928        $1,580,383           $411,574         360,334
                                      =========         =========            =======         =======
</TABLE>
         Accumulated   other   comprehensive   income  is   comprised  of
unrealized gains and losses on marketable securities,  net of the related
tax effect.

         6. Earnings Per Share

         The  following  table  sets for the  computation  of  basic  and
diluted earnings per share at September 30, 2001 and 2000.
<TABLE>
<CAPTION>
                                                  Nine months ended              Three months ended
                                                   September 30,                     September 30,
                                                2001           2000               2001           2000
                                               ------         ------             ------         ------
<S>                                         <C>             <C>               <C>            <C>
Numerator:
   Net income                               $1,513,834      $1,579,687        $  434,456     $  361,313
                                             ---------       ---------           -------        -------
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                   4,867,465       4,892,270         4,870,029      4,890,956

Effect of dilutive securities :
   Employee stock options                       20,137          28,171            14,309         29,440
                                             ---------       ---------         ---------      ---------


                                        7

<page>
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions           4,887,602       4,920,441         4,884,338      4,920,396
                                             =========       =========         =========      =========
Basic and diluted earnings per share        $     0.31      $     0.32        $     0.09     $     0.07
                                             =========       =========         =========      =========
</table>

         Options to purchase 21,000 shares of the Company's  common stock
have been excluded from the computation of diluted  earnings per share in
2000 as their inclusion would be antidilutive.

         7. In August 2000 Alfred R. Globus ("Globus"),  the Registrant's
Chairman and Chief Executive  Officer,  executed a Promissory note in the
amount of $348,161 plus interest at the rate of 6.6% per annum,  to repay
advances  made by the  Registrant  in fiscal  years 1995  through 1998 in
connection   with  a  split  dollar  life   insurance   policy  that  was
discontinued in July, 2000. Between September,  2000 and May, 2001 Globus
transferred   to  the   Registrant  a  total  of  62,200  shares  of  his
United-Guardian,  Inc. stock,  with a market value of $359,630,  to repay
the Promissory  Note. Of this amount,  $348,161 was applied to principal,
$10,218 to interest,  and the remaining  $1,251 was returned to Globus as
an  overpayment.  This method of  repayment  was approved by the Board of
Directors of the Registrant.  The cost of the surrendered  stock has been
classified as "Treasury stock" on the accompanying balance sheet.

         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  December  31, 2000 Annual  Report.  Segment
earnings  or loss is based on  earnings  or loss from  operations  before
income  taxes.  The  reportable  segments  are  distinct  business  units
operating in different  industries.  They are  separately  managed,  with
separate marketing and distribution  systems.  The following  information
about the two segments is for the nine and three  months ended  September
30, 2001 and 2000.












                                        8
<page>
<TABLE>
<CAPTION>
                                                                  Nine months ended September 30,
                                                     2001                                            2000
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 6,556,466    $ 1,068,583    $ 7,625,049       $ 6,620,110    $ 1,175,677    $ 7,795,787
Depreciation and amortization          117,079           -           117,079           123,729           -           123,729
Segment earnings before income
  taxes                              2,337,639         25,343      2,362,982         2,410,028         92,468      2,502,496

Segment assets                       2,147,797        463,304      2,611,101         2,410,648        519,781      2,930,429

Expenditures for segment assets         30,506            -           30,506           117,650            -          117,650

Reconciliation to Consolidated Amounts

Earnings before income taxes
----------------------------
Total earnings for reportable segments                           $ 2,362,982                                     $ 2,502,496
Other earnings                                                       177,816                                         154,366
Corporate headquarters expense                                      (124,224)                                       (137,175)
                                                                  ----------                                       ---------
Consolidated earnings before income
   taxes                                                         $ 2,416,574                                     $ 2,519,687
                                                                  ==========                                       =========
Assets
------
Total assets for reportable segments                             $ 2,611,101                                     $ 2,930,429
Corporate headquarters                                             7,772,929                                       5,862,013
                                                                  ----------                                       ---------
      Total consolidated assets                                  $10,384,030                                     $ 8,792,442
                                                                  ==========                                       =========
</TABLE>
<TABLE>
<CAPTION>
                                                                Three months ended September 30,
                                                     2001                                            2000
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 1,866,397    $   334,852    $ 2,201,249       $ 1,599,721    $   342,256    $ 1,941,977
Segment earnings before income
  taxes                                675,409         13,594        689,003           542,646         11,962        554,608





                                        9

<page>
Earnings before income taxes
----------------------------
Total earnings for reportable segments                           $   689,003                                     $   554,608
Other earnings                                                        46,108                                          63,412
Corporate headquarters expense                                      ( 40,655)                                        (42,207)
                                                                     -------                                         -------
Consolidated earnings before income
   taxes                                                         $   694,456                                     $   575,813
                                                                     =======                                         =======
</TABLE>
<TABLE>
<CAPTION>
Other significant items
-----------------------
                                                               Nine months ended September 30,
                                                     2001                                           2000
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                 <C>           <C>            <C>                 <C>           <C>            <C>
Interest Expense                    $    -        $       38     $        38         $    -        $      354     $        354
Expenditures for assets                30,506        100,863         131,369           117,650         15,456          133,106
Depreciation and amortization         117,079         87,697         204,776           123,729        101,256          224,985

</TABLE>
<TABLE>
<CAPTION>
Geographic Information
----------------------
                                                       2001                                2000
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 3,939,862   $    1,263,064        $ 4,078,743   $    1,411,409
France                                         981,620                           1,022,465
Other countries                              2,703,567                           2,694,579
                                           -----------    -------------        -----------    -------------
                                           $ 7,625,049   $    1,263,064        $ 7,795,787   $    1,411,409
                                           ===========    =============        ===========    =============


Major Customers
---------------
Customer A (Guardian)                      $ 2,805,913                         $ 1,365,181
Customer B (Guardian)                           -                                  969,341
All other customers                          4,819,136                           5,461,265
                                           -----------                         -----------
                                           $ 7,625,049                         $ 7,795,787
                                           ===========                         ===========
</TABLE>

                                        10
<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

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

         For the nine month  period  ended  September  30, 2001 net sales
decreased  $170,738  (2.2%)  versus the  comparable  period in 2000.  The
Guardian  Laboratories  division  ("Guardian")  had a sales  decrease  of
$63,644 (1.0%) while the Eastern  Chemical  subsidiary  ("Eastern") had a
sales decrease of $107,094 (9.1%).

         For the three month period  ended  September  30, 2001,  revenue
increased  $259,272 (13.4%) over the comparable period in 2000.  Guardian
sales increased  $266,676  (16.7%),  while Eastern sales decreased $7,404
(2.2%).

         The  decrease in  Guardian's  sales for the nine month period is
believed to be due to a slight decline in demand for Guardian's  products
resulting  from the  economic  slowdown  taking  place both in the United
States as well as in many markets  overseas.  The increase in  Guardian's
sales for the three month period ended  September 30, 2001 is believed to
be  due  to  normal  fluctuations  in  the  purchasing  patterns  of  its
customers.  The decline in Eastern's sales for both the nine month period
and the quarter is believed  to be due mainly to normal  fluctuations  in
the  purchasing  patterns  of its  customers,  but may also be  partially
attributable to some loss of business due to an inability to provide some
products as a result of the ongoing program to reduce  Eastern's  on-hand
inventory.

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

         Cost of sales as a  percentage  of sales  decreased to 47.7% for
the nine months ended  September  30, 2001 from 48.6% for the  comparable
period  ended  September  30,  2000.  For the three  month  period  ended
September 30, 2001 compared to the three month period ended September 30,
2000 the cost of sales as a percentage  of sales  decreased to 46.2% from
47.2%.  The decreases was mainly due to a decrease in raw material  costs
in the nine and three month period ended  September  30, 2001 as compared
to the nine and three month period ended September 30, 2000.

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

         Operating  expenses increased $107,980 (6.6%) in the nine months
ended  September 30, 2001 compared to the comparable  period in 2000. For
the three months ended  September 30, 2001 operating  expenses  increased
$22,285 (4.3%) over the comparable  period in 2000.  These increases were
primarily due to changes in payroll  related costs for the nine and three
month period ended  September  30, 2001 as compared to the nine and three
month period ended September 30, 2000.

                                        11
<page>
         Investment income
         ---------------

         Investment  income increased $31,993 (20.7%) for the nine months
ended September 30, 2001 as compared to the comparable period in 2000 and
decreased $8,664 (13.6%) for the three months ended September 30, 2001 as
compared to the  comparable  period in 2000.  The  increase  for the nine
month period was a result of an increase in temporary  investments during
this period. The decrease in the three month period was attributable to a
decline in interest rates.

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

         The provision for income taxes decreased  $37,260 (4.0%) for the
nine months  ended  September  30, 2001 when  compared to the  comparable
period in 2000, and increased  $45,500 (21.2%) for the three months ended
September 30, 2001 when compared to the  comparable  period in 2000.  The
decrease is due to  decreased  earnings  before taxes of $103,113 for the
nine  months  ended  September  30,  2001 and the  increase  is due to an
increase in earnings  before taxes of $118,643 for the three months ended
September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  increased from $6,882,794 at December 31, 2000
to $8,542,125 at September 30, 2001. The current ratio increased from 7.8
to 1 at December 31, 2000 to 15.8 to 1 at September 30, 2001. The Company
has no  commitments  for any  further  significant  capital  expenditures
during the remainder of 2001,  and believes  that its working  capital is
and will continue to be sufficient to support its operating requirements.

         Cash flows provided by operating  activities  increased $337,058
(20.7%)  for the nine months  ended  September  30, 2001 as compared  the
comparable  period in 2000.  This increase is mainly due to a decrease in
inventory for the nine months ended September 30, 2001.

         Cash  flows  used in  investing  activities  increased  $537,834
(23.8%) in the nine months ended  September 30, 2001 when compared to the
comparable  period  in 2000.  This increase is  mainly  due to additional
investments in marketable securities.

         Cash flows used in financing activities increased $29,123 (7.9%)
in the  nine  months  ended  September  30,  2001  when  compared  to the
comparable period in 2000. This increase is mainly due to the increase in
cash dividends paid in 2001 when compared to 2000.


                       PART II - OTHER INFORMATION

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

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

                                        12
<PAGE>

                                SIGNATURES

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


                                      UNITED-GUARDIAN, INC.
                                       (Registrant)


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


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


Date:  November 2, 2001































                                        13