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, 1997
                               ----------------------

_________ 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)

                                (516) 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
    ----------               -----------

         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

                              4,872,289
-----------------------------------------------------------------------------


<PAGE>

                          UNITED-GUARDIAN, INC.

                                  INDEX


                                                                Page No.

Part I.  Financial Information:

         Consolidated Statements of Earnings -
                  Three and Nine Months Ended
                  September 30, 1997 and 1996                       2

         Consolidated Balance Sheets -
                  September 30, 1997 and December 31, 1996          3-4

         Consolidated Statements of Cash Flows -
                  Nine Months Ended
                  September 30, 1997 and 1996                       5

         Consolidated Notes to Financial Statements                 6

         Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                        7-8

Part II. Other Information                                          9




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



                                NINE MONTHS ENDED         THREE MONTHS ENDED
                                  SEPTEMBER 30,              SEPTEMBER 30,
                                1997        1996           1997        1996
                             ---------    ---------      ---------   ---------
Revenue:
 Sales                     $ 6,665,342  $ 5,794,771    $ 2,212,677  $ 1,736,030
 Fees and retainers              -           35,000          -           10,000
                             ---------    ---------      ---------    ---------
                             6,665,342    5,829,771      2,212,677    1,746,030
                             ---------    ---------      ---------    ---------
Costs and expenses:
 Cost of sales               4,101,482    3,663,646      1,372,760    1,066,790
 Operating expenses          1,491,821    1,486,573        493,201      503,534
                             ---------    ---------      ---------    ---------
                             5,593,303    5,150,219      1,865,961    1,570,324
                             ---------    ---------      ---------    ---------
     Earnings from
         operations          1,072,039      679,552        346,716      175,706

Other income (expense):
 Interest income                22,555        9,419         11,082        5,253
 Interest expense              (29,140)     (65,222)        (3,784)     (19,353)
 Gain on sale of
    equipment                     -           45,000          -          45,000
                             ---------    ----------     ---------    ---------
     Earnings before
        income taxes         1,065,454       668,749       354,014      206,606

Provision for income
     taxes                     399,800       254,300       129,470       79,000
                             ---------    ----------     ---------    ---------
     Net earnings          $   665,654  $    414,449     $ 224,544  $   127,606
                             =========    ==========     =========    =========
Earnings per common
    share                  $       .14  $        .09     $     .05  $       .03
                             =========    ==========      =========    =========









                      See notes to financial statements.


                                     2
<PAGE>

                          UNITED-GUARDIAN, INC.
                       CONSOLIDATED BALANCE SHEETS



                                     SEPTEMBER 30, 1997     DECEMBER 31, 1996
                                     ------------------     -----------------
              ASSETS                     (UNAUDITED)

Current assets:
     Cash and cash equivalents          $      867,940        $      826,079
     Accounts receivable
      (less allowance for doubtful
        accounts of $24,430 at
        September 30, 1997 and
        $38,900 at December 31,1996)         1,219,244               859,146
     Inventories                             1,449,571             1,812,629
     Prepaid expenses and other
          current assets                       174,685               199,516
     Deferred income taxes                     116,233               116,233
                                           ------------          -----------
              Total current assets           3,827,673             3,813,603
                                           ------------          -----------

Property, plant and equipment:
     Land                                       69,000                69,000
     Factory equipment and fixtures          2,324,577             2,119,223
     Building and improvements               1,795,340             1,766,174
     Waste disposal plant                      133,532               133,532
                                           ------------          -----------
                                             4,322,449             4,087,929
      Less: Accumulated depreciation         2,787,632             2,583,297
                                           ------------          -----------
                                             1,534,817             1,504,632
      Assets under capital leases,net            2,527                 6,934
                                           ------------          -----------
                                             1,537,344             1,511,566
                                           ------------          -----------
Other assets:
     Processes and patents, net                570,058               351,835
     Other                                     263,684               177,135
                                           ------------           -----------
                                               833,742               528,970
                                           ------------           -----------
                                          $  6,198,759        $    5,854,139
                                           ============           ===========






                    See notes to financial statements.


                                    3


<PAGE>


                            UNITED-GUARDIAN, INC.
                         CONSOLIDATED BALANCE SHEETS



                                     SEPTEMBER 30, 1997      DECEMBER 31,1996
                                     ------------------     -----------------
LIABILITIES AND                           (UNAUDITED)
STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable                $        491,645       $        222,743
      Dividends payable                          -                    238,144
          Accrued expense and other            201,691                100,772
      Current portion of long term
         debt and capital lease
         obligations                             1,825                114,241
      Taxes payable                             64,923                155,231
                                           ------------           -----------
            Total current liabilities          760,084                831,131
                                           ------------           -----------
Long-term debt                                   -                    475,000
                                           ------------           -----------
Deferred income taxes                           31,618                 31,618
                                           ------------           -----------
Stockholders' equity:
     Common stock $.10 par value,              487,229                476,289
       authorized 10,000,000 shares,
          issued and outstanding
          4,872,289 and 4,762,889 shares
     Capital in excess of par value          3,303,453              3,089,380
     Retained earnings                       1,616,375                950,721
                                           ------------           -----------
        Total stockholders' equity           5,407,057              4,516,390
                                           ------------           -----------
                                        $    6,198,759        $     5,845,139
                                           ============           ===========






                    See notes to financial statements.

                                    4


<PAGE>


                          UNITED-GUARDIAN, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                                                           NINE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                         1997            1996
                                                       --------        --------
Cash flows provided by operating activities:
    Net earnings                                   $    665,654     $   414,449
    Adjustments to reconcile net earnings
          to net cash flows from operations:
             Depreciation and amortization              296,769         224,272
             Gain on sale of equipment                    -             (45,000)
             (Increase) decrease in assets:
               Accounts receivable                      (360,098)       236,072
               Inventories                               363,058         52,039
               Prepaid expense and other assets          (61,718)      (119,108)
              Increase (decrease) in liabilities:
               Accounts payable                          268,902       (217,790)
               Accrued expenses and other                 10,611         99,370
                                                       ---------       ---------
         Net cash provided by operating activities     1,183,178        644,304
                                                       ---------       ---------

Cash flows from investing activities:
     Acquisition of property, plant and equipment       (234,520)      (165,405)
     Proceeds from sale of equipment                       -             45,000
     Aquisition of processes and patents                (100,000)         -
                                                        ---------      ---------
         Net cash (used in) investing activities        (334,520)      (120,405)
                                                        ---------      ---------

Cash flows from financing activities:
   (Decrease) notes payable-bank, net                      -           (100,000)
   Principal payments on long-term debt                 (584,167)      (225,795)
   Principal payments on capital lease
      obligations                                         (3,249)        (6,610)
   Proceeds of stock options exercised                    18,763          -
   Dividends paid                                       (238,144)         -
                                                        ---------      ---------
             Net cash (used in) financing activities    (806,797)      (332,405)
                                                        ---------      ---------
Net increase in cash and cash equivalents                 41,861        191,494

Cash and cash equivalents at beginning
          of period                                      826,079        307,061
                                                         ---------     ---------
Cash and cash equivalents at
          end of period                             $    867,940     $  498,555
                                                         =========     =========





                    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, 1997 and the results of  operations  for the three and
nine months ended September 30, 1997 and 1996 and cash flows for the nine
months ended September 30, 1997 and 1996.The accounting policies followed
by the  Company  are set  forth  in the  Company's  financial  statements
included in the December 31, 1996 Annual Report.

     2. The results of  operations  for the three and nine  months  ended
September 30, 1997 and 1996 are not necessarily indicative of the results
to be expected for the full year.

     3.  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 $32,283 and $66,610 for the nine
months ended September 30, 1997 and 1996 respectively.

     Cash  payments  for taxes were  $490,108  and  $173,183 for the nine
months ended September 30, 1997 and 1996 respectively.

     4.  On May 8,  1997,  the  Company  re-acquired  the  rights  to its
"Sonarite"  technology  for  $100,000 in cash and the issuance of 100,000
shares of restricted  Company Common stock.  The  "Sonarite"  technology,
which has been  shown in  clinical  tests to  reduce  the  incidence  and
severity of sleep apnea and snoring,  was  developed by the Company for a
group of investors who agreed to sell the technology back to the Company.
The total cost,  $306,250,  is reflected  within patents and processes in
the accompanying  consolidated  balance sheet, and will be amortized over
the technology's estimated useful life of 5 years.




                                    6
<PAGE>

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


RESULTS OF OPERATIONS

     Gross Revenue from Operations.
     -----------------------------

     Revenue  increased  $835,571  (14.3%)  for  the  nine  months  ended
September  30,  1997 as compared to the  comparable  period in 1996.  The
Guardian  Laboratories  division  ("Guardian")  had a sales  increase  of
$1,149,332 (27.2%) while the Eastern Chemical subsidiary  ("Eastern") had
a sales decrease of $278,761 (17.7%).

     For the  three  month  period  ended  September  30,  1997,  revenue
increased  $466,647 (26.7%) over the comparable  period in 1996. Sales of
Guardian  increased  $558,834  (46%)  while  sales of  Eastern  decreased
$82,187 (15.7%).

     The Guardian sales  increases were mainly due to the  realization of
benefits of new distributor arrangements entered into by the Company over
the past few years, as well as a significant increase in the sales of two
of the Company's  products that had not had significant  sales previously
and some sales of new products  introduced by the Company  recently.  The
Eastern  decreases  were  mainly  due  to  normal   fluctuations  in  the
purchasing patterns of customers from month to month.

     Revenue from fees and retainers was $35,000 and $10,000 for the nine
and three month periods ended September 30, 1996 respectively. There were
no fees and retainers for the comparable periods in 1997.

     Cost of Sales
     -------------

     As a percentage of sales, cost of sales decreased from 63.2% for the
nine months ended September 30, 1996 to 61.5% in the comparable period in
1997.  The decrease was mainly due to the absorption of plant fixed costs
by higher revenue in 1997 as compared to 1996.

     Cost of sales,  as a percentage of sales,  increased  from 61.4% for
the three month period ended September 30, 1996 to 62% for the comparable
period in 1997.


                                      7
<PAGE>

     Operating expenses
     ------------------

     Operating  Expenses  increased $5,248 (.4%) in the nine months ended
September 30, 1997 when compared to the  comparable  period in 1996.  For
the three months ended September 30, 1997 there was a decrease of $10,333
(2.1%) over the comparable period in 1996.

     Interest Expense
     ----------------

     Interest Expense  decreased $36,082 (55.3%) in the nine months ended
September  30, 1997 when  compared to the  comparable  period in 1996 and
$15,569  (80.4%) in the three month period ended  September 30, 1997 over
the comparable period in 1996. These decreases were mainly due to a lower
average balance of bank loans outstanding.

     Interest Income
     ---------------

     Interest Income increased $13,136 (139.5%) for the nine months ended
September  30, 1997 when  compared to the  comparable  period in 1996 and
$5,829 (111%) for the three months ended September 30, 1997 when compared
to the comparable period in 1996. These increases are primarily due to an
increase in short term invested balances.

     Gain on Sale of  Equipment.  The Company  realized a gain on sale of
equipment  amounting to $45,000  during the nine and three month  periods
ended  September 30, 1996. No gains were realized  during the  comparable
nine and three month periods in 1997.

FINANCIAL CONDITION

     Working  capital was  $2,982,472 at December 31, 1996 and $3,067,589
at  September  30, 1997.  The current  ratio  increased  from 4.6 to 1 at
December 31, 1996 to 5.0 to 1 at September 30, 1997. The Company believes
that its working capital is and will continue to be sufficient to support
its operating requirements.


                                    8
<PAGE>
                          PART II - OTHER INFORMATION


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

             a. Exhibits

                Exhibit 27.  Financial Data Schedule

             b. Reports on Form 8-K

                No  reports  have  been  filed  on Form 8-K  during  this
quarter.


                           UNITED-GUARDIAN, INC.

                               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
                                       Chief Executive Officer and
                                       Chief Financial Officer

Date:  October 30, 1997


                                     9