U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q








(Mark
One)





þ
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended  March 31,
2009





 ̈
            TRANSITION
      REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from
_________  to  _________




Commission
File Number:   1-10526








UNITED-GUARDIAN,
INC.


(Exact
Name of Registrant as Specified in Its Charter)





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





230 Marcus Boulevard,
Hauppauge, New York 11788


(Address
of Principal Executive Offices)





(631)
273-0900


(Registrant’s
Telephone Number)





N/A


(Former name, former address and
former fiscal year, if changed since last report)





Indicate  by
check  mark  whether  the  registrant  (1)
has filed  all  reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 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  þ      No
£




Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).    Yes  £      No
£





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated
      filer          £Non-accelerated
      filer             £
                (Do
      not check if a smaller reporting company)Accelerated
      filer                    
      £Smaller
      reporting company  þ


Indicate  by
check mark  whether  the  registrant  is
a shell  company  (as defined in Rule 12b-2 of the Exchange
Act.) Yes£Noþ





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





4,946,439shares of common stock, par value
$.10 per share


(as
of May 1, 2009)








UNITED-GUARDIAN,
INC.


INDEX
TO FINANCIAL STATEMENTS





Page
      No.Part
      I.  FINANCIAL INFORMATIONItem
      1 -   Condensed Financial
      StatementsStatements of Income - Three months ended
      March 31, 2009 and 2008 (unaudited)
              2Balance Sheets – March 31, 2009 (unaudited)
      and
                December 31, 2008
              3-4Statements of Cash Flows –  Three
      months ended March 31, 2009 and 2008 (unaudited)
              5Notes to Financial Statements
      (unaudited)
              6-12Item
      2 -   Management's Discussion and
      Analysis of Financial Condition
                and Results of
      Operations
              13-17Item
      3 -   Quantitative and Qualitative
      Disclosures About Market Risk
              17Item
      4T - Controls and Procedures
              17Part
      II.  OTHER INFORMATIONItem
      1 -   Legal
      Proceedings
              18Item
      1A - Risk Factors
              18Item
      2 -   Unregistered Sales of Equity
      Securities and Use of Proceeds
              18Item
      3 -   Defaults Upon Senior
      Securities
              18Item
      4 -   Submission of Matters to a Vote
      of Security Holders
              18Item
      5 -   Other
      Information
              18Item
      6 -   Exhibits and Reports On Form
      8-K
              18Signatures
              19
  1


Part
I.  FINANCIAL INFORMATION








ITEM 1.  Condensed Financial
Statements


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





THREE
      MONTHS ENDED
                                                                                  MARCH
      31,2009
                                                                                
                                                                                
                                                                                2008Net
      sales
                                                                                
                                                                                $
                                                                                3,895,143
                                                                                
                                                                                
                                                                                $
                                                                                3,031,199Costs and
      expenses:Cost
      of sales
                                                                                
                                                                                
                                                                                1,546,319
                                                                                
                                                                                
                                                                                
                                                                                1,237,183Operating
      expenses
                                                                                
                                                                                
                                                                                709,985
                                                                                
                                                                                
                                                                                
                                                                                659,3122,256,304
                                                                                
                                                                                
                                                                                
                                                                                1,896,495Income
      from operations
                                                                                
                                                                                
                                                                                1,638,839
                                                                                
                                                                                
                                                                                
                                                                                1,134,704Other income
      (expense):Investment
      income
                                                                                
                                                                                
                                                                                91,602
                                                                                
                                                                                
                                                                                
                                                                                128,327Loss
      on sale of equipment
                                                                                
                                                                                
                                                                                ---
                                                                                
                                                                                
                                                                                
                                                                                (7,763
                                                                                )91,602
                                                                                
                                                                                
                                                                                
                                                                                120,564Income
      from operations before
                                                                                  Income
      taxes
                                                                                
                                                                                
                                                                                1,730,441
                                                                                
                                                                                
                                                                                
                                                                                1,255,268Provision
      for income taxes
                                                                                
                                                                                
                                                                                575,200
                                                                                
                                                                                
                                                                                
                                                                                416,000Net
      income
                                                                                
                                                                                $
                                                                                1,155,241
                                                                                
                                                                                
                                                                                $
                                                                                839,268Earnings
      per common share
                                                                                  (Basic
      and Diluted)
                                                                                
                                                                                $
                                                                                0.23
                                                                                
                                                                                
                                                                                $
                                                                                0.17Weighted
      average shares – basic and diluted
                                                                                
                                                                                
                                                                                4,946,439
                                                                                
                                                                                
                                                                                
                                                                                4,946,439





See notes tocondensedfinancial
statements




2


UNITED-GUARDIAN,
INC.


BALANCE
SHEETS




ASSETS
                                                                                      
                                                                                      MARCH
      31,
                                                                                      
                                                                                      
                                                                                      DECEMBER
      31,2009
                                                                                      
                                                                                      
                                                                                      2008(UNAUDITED)Current
      assets:Cash
      and cash equivalents
                                                                                      
                                                                                      $
                                                                                      4,050,907
                                                                                      
                                                                                      
                                                                                      $
                                                                                      3,425,538Certificates of
      deposit
                                                                                      
                                                                                      
                                                                                      813,860
                                                                                      
                                                                                      
                                                                                      
                                                                                      812,952Marketable
      securities
                                                                                      
                                                                                      
                                                                                      7,988,592
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,239,183Accounts
      receivable, net of allowance for doubtful accounts of $27,384
      at March 31 2009 and $30,000 at December 31, 2008
                                                                                      
                                                                                      
                                                                                      1,516,405
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,381,012Inventories
      (net)
                                                                                      
                                                                                      
                                                                                      1,180,716
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,344,579Prepaid
      expenses and other current assets
                                                                                      
                                                                                      
                                                                                      187,224
                                                                                      
                                                                                      
                                                                                      
                                                                                      226,330Deferred
      income taxes
                                                                                      
                                                                                      
                                                                                      355,798
                                                                                      
                                                                                      
                                                                                      
                                                                                      355,798Total
      current assets
                                                                                      
                                                                                      
                                                                                      16,093,502
                                                                                      
                                                                                      
                                                                                      
                                                                                      15,785,392Certificates
      of deposit, due 2010
                                                                                      
                                                                                      
                                                                                      274,886
                                                                                      
                                                                                      
                                                                                      
                                                                                      271,976Property, plant and
      equipment:Land
                                                                                      
                                                                                      
                                                                                      69,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      69,000Factory
      equipment and fixtures
                                                                                      
                                                                                      
                                                                                      3,292,713
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,288,808Building
      and improvements
                                                                                      
                                                                                      
                                                                                      2,431,908
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,431,908Waste
      disposal plant
                                                                                      
                                                                                      
                                                                                      133,532
                                                                                      
                                                                                      
                                                                                      
                                                                                      133,5325,927,153
                                                                                      
                                                                                      
                                                                                      
                                                                                      5,923,248Less:
      Accumulated depreciation
                                                                                      
                                                                                      
                                                                                      5,004,026
                                                                                      
                                                                                      
                                                                                      
                                                                                      4,971,269Total
      property, plant and equipment, net
                                                                                      
                                                                                      
                                                                                      923,127
                                                                                      
                                                                                      
                                                                                      
                                                                                      951,979Other
      assetsPension
      asset
                                                                                      
                                                                                      
                                                                                      126,286
                                                                                      
                                                                                      
                                                                                      
                                                                                      123,589Other
                                                                                      
                                                                                      
                                                                                      141,270
                                                                                      
                                                                                      
                                                                                      
                                                                                      150,687Total
      other assets
                                                                                      
                                                                                      
                                                                                      267,556
                                                                                      
                                                                                      
                                                                                      
                                                                                      274,276TOTAL
      ASSETS
                                                                                      
                                                                                      $
                                                                                      17,559,071
                                                                                      
                                                                                      
                                                                                      $
                                                                                      17,283,623




See notes
to condensed financial statements




3
 
 UNITED-GUARDIAN,
INC.
 BALANCE
SHEETS
 (continued)


LIABILITIES AND STOCKHOLDERS’
EQUITY





MARCH
      31,
                                                          
                                                          
                                                          DECEMBER31,2009
                                                          
                                                          
                                                          2008Current
      liabilities:
                                                          
                                                          (UNAUDITED)Dividends
      payable
                                                          
                                                          $
                                                          ---
                                                          
                                                          
                                                          $
                                                          1,385,003Accounts
      payable
                                                          
                                                          
                                                          334
      581
                                                          
                                                          
                                                          
                                                          187,810Loans
      payable
                                                          
                                                          
                                                          4,660
                                                          
                                                          
                                                          
                                                          6,657Accrued
      taxes payable
                                                          
                                                          
                                                          409,084
                                                          
                                                          
                                                          
                                                          ---Accrued
      expenses
                                                          
                                                          
                                                          915,522
                                                          
                                                          
                                                          
                                                          969,242Total
      current liabilities
                                                          
                                                          
                                                          1,663,847
                                                          
                                                          
                                                          
                                                          2,548,712Deferred
      income taxes
                                                          
                                                          
                                                          30,374
                                                          
                                                          
                                                          
                                                          28,616Stockholders’
      equity:Common
      stock $.10 par value, authorized, 10,000,000 shares; 5,008,639
      shares issued, and 4,946,439 shares outstanding at March 31,2009
      and December 31, 2008.
                                                          
                                                          
                                                          500,864
                                                          
                                                          
                                                          
                                                          500,864Capital
      in excess of par value
                                                          
                                                          
                                                          3,819,480
                                                          
                                                          
                                                          
                                                          3,819,480Accumulated
      other comprehensive loss
                                                          
                                                          
                                                          (382,894
                                                          )
                                                          
                                                          
                                                          (386,208
                                                          )Retained
      earnings
                                                          
                                                          
                                                          12,287,030
                                                          
                                                          
                                                          
                                                          11,131,789Treasury
      stock, at cost; 62,200 shares
                                                          
                                                          
                                                          (359,630
                                                          )
                                                          
                                                          
                                                          (359,630
                                                          )Total
      stockholders’ equity
                                                          
                                                          
                                                          15,864,850
                                                          
                                                          
                                                          
                                                          14,706,295TOTAL LIABILITIES
      AND STOCKHOLDERS’EQUITY
                                                          
                                                          $
                                                          17,559,071
                                                          
                                                          
                                                          $
                                                          17,283,623




See notes
to condensed financial statements




4
 
 UNITED-GUARDIAN,
INC.
 STATEMENTS OF CASH FLOWS
 (UNAUDITED)


THREE
      MONTHS ENDEDMARCH
      31,2009
                                                                                                  
                                                                                                  
                                                                                                  2008Cash flows
      from operating activities:Net
      income
                                                                                                  
                                                                                                  $
                                                                                                  1,155,241
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  839,268Adjustments
      to reconcile net incometo net
      cash
                                                                                                    provided by operating
      activities:Depreciation and
      amortization
                                                                                                  
                                                                                                  
                                                                                                  42,174
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  56,320Loss on sale of
      equipment
                                                                                                  
                                                                                                  
                                                                                                  ---
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  7,763Reduction in allowance for bad
      debts
                                                                                                  
                                                                                                  
                                                                                                  (2,616
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (6,073
                                                                                                  )Increase (decrease) in cash
      resulting from
                                                                                                    changes in operating assets and liabilities:Accounts
      receivable
                                                                                                  
                                                                                                  
                                                                                                  (132,777
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (418,354
                                                                                                  )Inventories
                                                                                                  
                                                                                                  
                                                                                                  163,863
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (270,663
                                                                                                  )Prepaid
      expenses and other current assets
                                                                                                  
                                                                                                  
                                                                                                  39,106
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (135,611
                                                                                                  )Accounts
      payable
                                                                                                  
                                                                                                  
                                                                                                  146,771
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  410,698Accrued
      expenses and taxes payable
                                                                                                  
                                                                                                  
                                                                                                  352,667
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  506,469Net
      cash provided by continuing operating activities
                                                                                                  
                                                                                                  
                                                                                                  1,764,429
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  989,817Net
      cash provided by discontinued operating activities
                                                                                                  
                                                                                                  
                                                                                                  ---
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  21,320Net cash provided by operating
      activities
                                                                                                  
                                                                                                  
                                                                                                  1,764,429
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  1,011,137Cash flows
      from investing activities:Acquisition of property, plant
      and equipment
                                                                                                  
                                                                                                  
                                                                                                  (3,905
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (52,515
                                                                                                  )Proceeds from sale of
      equipment
                                                                                                  
                                                                                                  
                                                                                                  ---
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  7,988Net change in certificates of
      deposit
                                                                                                  
                                                                                                  
                                                                                                  (3,818
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (7,144
                                                                                                  )Proceeds from sale  of
      marketable securities
                                                                                                  
                                                                                                  
                                                                                                  300,000
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  ---Purchase of marketable
      securities
                                                                                                  
                                                                                                  
                                                                                                  (44,337
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (359,357
                                                                                                  )Net cash provided by (used
      in)  investing activities
                                                                                                  
                                                                                                  
                                                                                                  247,940
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (411,028
                                                                                                  )Cash flows
      from financing activities:Payment of long term
      debt
                                                                                                  
                                                                                                  
                                                                                                  (1,997
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (1,997
                                                                                                  )Dividends
      paid
                                                                                                  
                                                                                                  
                                                                                                  (1,385,003
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (1,385,003
                                                                                                  )Net cash used in financing
      activities
                                                                                                  
                                                                                                  
                                                                                                  (1,387,000
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (1,387,000
                                                                                                  )Net  increase
      (decrease) in cash and cash equivalents
                                                                                                  
                                                                                                  
                                                                                                  625,369
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (786,891
                                                                                                  )Cash and cash equivalents at
      beginning of period
                                                                                                  
                                                                                                  
                                                                                                  3,425,538
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  4,555,388Cash and cash equivalents at end
      of period
                                                                                                  
                                                                                                  $
                                                                                                  4,050,907
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  3,768,497




See notes
to condensed financial statements




5


UNITED-GUARDIAN,
INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)




1.
            Nature
      of Business




United-Guardian,
Inc. (the “Company”) is a Delaware corporation that, through its Guardian
Laboratories Division, conducts research, product development, manufacturing and
marketing of cosmetic ingredients and other personal care products,
pharmaceuticals, medical and health care products and proprietary specialty
industrial products.




2.
            Basis
      of Presentation




Interim
financial statements of the Company are prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for
interim financial information and pursuant to the requirements for reporting on
Form 10-Q and Regulation SX.  In the opinion of management, all
adjustments, consisting solely of normal recurring accruals, considered
necessary for the fair presentation of financial statements for the interim
periods have been included.  The results of operations for the current
period are not necessarily indicative of results that ultimately may be achieved
for any other interim period or for the year ending December 31,
2009.  The interim unaudited financial statements and notes thereto
should be read in conjunction with the audited financial statements and notes
thereto contained in our Annual Report on Form 10-K for the year ended December
31, 2008.




Substantially
all of the assets of Eastern Chemical Corporation, a wholly-owned subsidiary of
the Company, were sold in December 2007, and the Company therefore no longer
presents consolidated financial statements.




Certain
prior period amounts have been reclassified to conform to the current period
presentation.




3.
            Stock-Based
      Compensation




At March
31, 2009, the Company had a stock-based compensation plan for its employees and
Directors, which is more fully described in the Company's Annual Report on Form
10-K for the year ended December 31, 2008.




The
Company follows the Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 123R, which requires that the fair
value of all share-based payments to employees, including grants of employee
stock options, be recognized as an expense in the financial
statements.
  As of
March 31, 2009 the Company had no share-based awards outstanding and exercisable
and did not grant any options during the three months ended March 31,
2009.
  As of
March 31, 2009 there was no remaining unrecognized compensation cost related to
the non-vested share-based compensation arrangements granted under the Company's
plans.
  The
Company did not record any compensation expense under the provisions of SFAS
123R during the three-month periods ended March 31, 2009 and 2008.
  6
 The
Company did not receive any proceeds from the exercise of options during the
three months ended March 31, 2009 and 2008.




4.
            Recent
      Accounting Pronouncements




In
October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active” (“FSP 157-3”), which clarified the application of FAS 157 and
demonstrated how the fair value of a financial asset is determined when the
market for that financial asset is inactive. FSP 157-3 was effective upon
issuance. The implementation of this standard did not have an impact on the
Company’s financial position.




Effective
January 1, 2008, the Company adopted SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  This statement
provides companies with an option to report selected financial assets and
liabilities at fair value.  As of March 31, 2009, the Company has not
elected to use the fair value option allowed by SFAS 159.  The adoption of
SFAS 159 did not have an impact on the Company’s financial position, results of
operations, cash flows or financial statement disclosures.




Effective
January 1, 2009, the Company adopted SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). The
standard changes the accounting for noncontrolling (minority) interests in
consolidated financial statements including the requirements to classify
noncontrolling interests as a component of consolidated stockholders' equity,
and the elimination of "minority interest" accounting in results of operations
with earnings attributable to noncontrolling interests reported as part of
consolidated earnings. Additionally, SFAS 160 revises the accounting for both
increases and decreases in a parent's controlling ownership interest. The
adoption of SFAS 160 did not have an  impact on the Company’s
financial position, results of operations, cash flows, or financial statement
disclosures.




In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS 141 (R)”). The standard changes the accounting for business
combinations including the measurement of acquirer shares issued in
consideration for a business combination, the recognition of contingent
consideration, the accounting for pre-acquisition gain and loss contingencies,
the recognition of capitalized in-process research and development, the
accounting for acquisition-related restructuring cost accruals, the treatment of
acquisition related transaction costs and the recognition of changes in the
acquirer's income tax valuation allowance. SFAS 141(R) is effective for fiscal
years beginning after December 15, 2008, with early adoption
prohibited.  Adoption by the Company of SFAS 141(R) as of January 1,
2009 did not have an impact on the Company’s financial statements.




In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities — an amendment of FASB Statement No. 133”,
which requires additional disclosures for derivative instruments and hedging
activities.  SFAS 161 is effective for the Company beginning January
1, 2009.  The Company does not have any derivative instruments nor has
it engaged in any hedging activities.  Adoption of SFAS 161 had no
impact on the Company’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in preparation of financial statements of nongovernmental entities that are
presented in conformity with U.S. GAAP.  SFAS No.
162  became effective on November 15, 2008,  which was 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles.” This statement has not changed
the Company’s current accounting practices.




7


On April
9, 2009 the FASB issued Staff Position (“FSP”) No. 107-1 and APB 28-1 “Interim
Disclosures about Fair Value of Financial Instruments”.  This FSP
shall be effective for interim reporting periods ending after June 15, 2009,
with early adoption permitted for periods ending after March 15,
2009.  The Company has not elected to early adopt this
pronouncement.




On April
9, 2009 the FASB issued Staff Position No. 115-2 and FAS 124-2 “Recognition and
Presentation of Other-Than-Temporary-Impairments”.  This FSP shall be
effective for interim reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009.  The
Company has not elected to early adopt this pronouncement.




On April
9, 2009 the FASB issued FSP FAS 157-4 “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly”.  This FSP shall be
effective for interim reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009.  The
Company has not elected to early adopt this pronouncement.




5.
            Investments




Effective
January 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements"
("SFAS 157"), for assets and liabilities measured at fair value on a recurring
basis. SFAS 157 accomplishes the following key objectives:


•
              Defines
      fair value as the price that would be received to sell an asset or paid to
      transfer a liability in an orderly transaction between market
      participants at the measurement
date;


•
              Establishes
      a three-level hierarchy ("Valuation Hierarchy") for fair value
      measurements;


•
              Requires
      consideration of the Company's creditworthiness when valuing liabilities;
      and


•
              Expands
      disclosures about instruments measured at fair
  value.


The
Valuation Hierarchy is based upon the transparency of inputs to the valuation of
an asset or liability as of the measurement date. A financial instrument's
categorization within the Valuation Hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. The three levels of the
Valuation Hierarchy and the distribution of the Company's financial assets
within it are as follows:


•
              Level
      1 - inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.


•
              Level
      2 - inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are
      observable for the asset or liability, either directly or indirectly,
      for substantially the full term of the financial
      instrument.


•
              Level
      3 – inputs to the valuation methodology are unobservable and significant
      to the fair value
measurement.





8


The
following available-for-sale securities are re-measured to fair value on a
recurring basis and are valued using Level 1 inputs and the market approach as
defined by SFAS 157:





UnrealizedMarch 31,
      2009
                                                
                                                Cost
                                                
                                                
                                                Fair Value
                                                
                                                
                                                Gain/(Loss)Available
      for Sale:U.S. Treasury and agenciesMature
      within 1 year
                                                
                                                $
                                                1,643,559
                                                
                                                
                                                $
                                                1,666,513
                                                
                                                
                                                $
                                                22,954Mature
      1-5 years
                                                
                                                
                                                1,654,854
                                                
                                                
                                                
                                                1,702,889
                                                
                                                
                                                
                                                48,035Total
      US Treasury and agencies
                                                
                                                
                                                3,298,413
                                                
                                                
                                                
                                                3,369,402
                                                
                                                
                                                
                                                70,989Fixed income mutual funds
                                                
                                                
                                                4,759,761
                                                
                                                
                                                
                                                4,469,620
                                                
                                                
                                                
                                                (290,141
                                                )Equity and other mutual funds
                                                
                                                
                                                241,392
                                                
                                                
                                                
                                                149,570
                                                
                                                
                                                
                                                (91,822
                                                )$
                                                8,299,566
                                                
                                                
                                                $
                                                7,988,592
                                                
                                                
                                                $
                                                (310,974
                                                )




December 31,
      2008
                                                
                                                Cost
                                                
                                                
                                                Fair Value
                                                
                                                
                                                Unrealized
                                                  Gain/(Loss)Available
      for Sale:U.S. Treasury and agenciesMature
      within 1 year
                                                
                                                $
                                                1,140,227
                                                
                                                
                                                $
                                                1,153,798
                                                
                                                
                                                $
                                                13,571Mature
      1-5 years
                                                
                                                
                                                2,458,685
                                                
                                                
                                                
                                                2,536,931
                                                
                                                
                                                
                                                78,246Total
      US Treasury and agencies
                                                
                                                
                                                3,598,912
                                                
                                                
                                                
                                                3,690,729
                                                
                                                
                                                
                                                91,817Fixed income mutual funds
                                                
                                                
                                                4,715,827
                                                
                                                
                                                
                                                4,380,669
                                                
                                                
                                                
                                                (355,158
                                                )Equity and other mutual funds
                                                
                                                
                                                240,494
                                                
                                                
                                                
                                                167,785
                                                
                                                
                                                
                                                (72,709
                                                )$
                                                8,555,233
                                                
                                                
                                                $
                                                8,239,183
                                                
                                                
                                                $
                                                (316,050
                                                )




Proceeds from the sale and redemption
of US Treasury and agency bonds amounted to $300,000 for the three months ended
March 31, 2009, which included a realized loss of $498. An insignificant amount
was reclassified out of unrealized losses for the three-month period ended March
31, 2009.  There were no sales or redemptions of marketable securities
for the three months ended March 31, 2008.





Investment income consisted principally
of interest income from certificates of deposit, bonds and money market funds
and dividend income from bond funds and mutual funds.




6.
            Inventories
      - Net




March
      31,
                                    
                                    
                                    December
      31,2009
                                    
                                    
                                    2008Inventories
      consist of the following:Raw
      materials and work in process
                                    
                                    $
                                    524,333
                                    
                                    
                                    $
                                    422,437Finished
      products
                                    
                                    
                                    656,383
                                    
                                    
                                    
                                    922,142$
                                    1,180,716
                                    
                                    
                                    $
                                    1,344,579




As of
March 31, 2009 and December 31, 2008 the Company had reserves of $39,000 for
slow moving and obsolete inventory.




9


7.
            Supplemental
      Financial Statement Information




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 $83,420 and $455 for the three months ended March 31,
2009 and 2008, respectively.  There were no payments for interest
during the three months ended March 31, 2009 and March 31, 2008.




Research
and development expenses amounted to $102,320 and $94,489 for the three months
ended March 31, 2009 and March 31, 2008, respectively, and are included in
operating expenses.




The
Company paid dividends of $1,385,003 ($0.28 per share) during the periods ended
March 31, 2009 and March 31, 2008.




Marketable
securities include investments in equity mutual funds, government securities and
corporate bonds which are classified as “Available for Sale” securities and are
reported at their fair value under Financial Accounting Standards Board (“FASB”)
Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for
Certain Investments in Debt and  Equity Securities”.Unrealized gains
and losses on “Available for Sale” securities are reported as accumulated other
comprehensive income (loss) in stockholders’ equity, net of the related tax
effects.  Investment income is recognized when
earned.  Realized gains and loses on sales of investments are
determined on a specific identification basis.  Fair values are based
on quoted market prices.




Certificates
of deposit that mature in one year or less are classified as current, and those
that mature in more than one year are classified as
non-current.  These certificates are carried at cost, which
approximate fair value.




8.
            Income
      Taxes




The
Company’s tax provision is based on its estimated annual effective tax
rate.




The
Company follows the provisions of FIN 48.  The Company continues to
fully recognize its tax benefits, which are offset by a valuationallowance to the extent that it is more likely than not that the
deferred tax assets will not be realized. As of December 31, 2008 and March 31,
2009, the Company did not have any unrecognized tax benefits.




The
Company files consolidated Federal income tax returns in the U.S., and separate
income tax returns in New York State. The Company is subject to examination by
the Internal Revenue Service for years 2005 through 2008 and by New York State
for years 2005 through 2008.




The
Company's policy is to recognize interest and penalties in Interest
Expense.




10


9.
            Comprehensive
      Income




The
components of comprehensive income are as follows:




Three
      months ended
                                                    March
      31,2009
                                                  
                                                  
                                                  
                                                  2008Net
      income
                                                  
                                                  $
                                                  1,155,241
                                                  
                                                  
                                                  $
                                                  839,268Other
      comprehensive income:Unrealized
      gain on marketablesecurities
      during period
                                                  
                                                  
                                                  5,072
                                                  
                                                  
                                                  
                                                  41,608Income
      tax expense related to other comprehensive
    income
                                                  
                                                  
                                                  1,758
                                                  
                                                  
                                                  
                                                  14,422Other
      comprehensive income, net oftax
                                                  
                                                  
                                                  3,314
                                                  
                                                  
                                                  
                                                  27,186Comprehensive
      income
                                                  
                                                  $
                                                  1,158.555
                                                  
                                                  
                                                  $
                                                  866,454




Accumulated
other comprehensive income comprises unrealized gains and losses on marketable
securities and liability for pension benefit net of the related tax
effect.




10.
            Defined
      Benefit Pension Plan and New Defined Contribution
  Plan




The
Company sponsors a non-contributory defined benefit plan (“Plan”) for its
employees and adopted FAS 158 effective December 31, 2006.  As of
December 31, 2007 the Company curtailed future benefit accruals to the Plan and
reported the effect of the curtailment through December 31, 2008.  The
following table sets forth the components of the projected net periodic benefit
costs (income) for the year ending December 31, 2009 and the actual net periodic
benefit cost for the year ended December 31, 2008.




2009
                                            
                                            
                                            2008(projected)Interest
      cost – projected benefit obligation
                                            
                                            $
                                            113,864
                                            
                                            
                                            $
                                            176,429Expected
      return on plan assets
                                            
                                            
                                            (131,315
                                            )
                                            
                                            
                                            (232,109
                                            )Effect
      of special events
                                            
                                            
                                            ---
                                            
                                            
                                            
                                            112,552Amortization
      of net (gain)/loss
                                            
                                            
                                            6,659
                                            
                                            
                                            
                                            ---Net
      periodic benefit (income) costs
                                            
                                            $
                                            (10,792
                                            )
                                            
                                            $
                                            56,872




The
Company made cash contributions totaling $38,636 to the Plan during the
three-month  period ended March 31, 2008 and did not make any
contributions to the Plan in 2009. The Company recorded income applicable to the
plan of $2,698 and $11,142 for the three months ended March 31, 2009
and  March 31, 2008 respectively.  These amounts are
included in operating expense.




As of
December 31, 2007 the Company froze future benefit accruals to the Plan while it
investigated the advisability of replacing the Plan with a defined contribution
plan, to be coordinated with, and be part of, the Company’s 401(k) plan. On
February 19, 2008, the Company decided to terminate the Plan, subject to
regulatory approval, and has initiated the steps necessary to do
so.  The Company expects to obtain regulatory approval in late 2009 or
early 2010.




11


Upon
termination of the Plan, non-vested benefits will become fully
vested.  Any resulting gain will first be offset against any existing
net loss included in accumulated other comprehensive income.




Under
FASB Statement No. 88, “Employers’ Accounting for Settlements and Contributions
of Defined Benefit Pension Plans and for Termination Benefits”, if the net
effect of a termination is a gain, the gain is to be recognized when the
termination occurs, which would be the date the employees are terminated or the
date the Plan is terminated.




For the
new defined contribution plan, the Company accrued $43,750 and $38,636 for
the three months ended March 31, 2009 and March 31, 2008,
respectively,




11.   Other
Information




(a)   Accrued
Expenses




March
      31,
                                    
                                    
                                    December
      31,2009
                                    
                                    
                                    2008Accrued
      401K plan contributions
                                    
                                    $
                                    43,750
                                    
                                    
                                    $
                                    175,000Accrued
      vacations
                                    
                                    
                                    112,758
                                    
                                    
                                    
                                    98,974Accrued
      bonuses
                                    
                                    
                                    255,000
                                    
                                    
                                    
                                    170,000Accrued
      annual report expenses
                                    
                                    
                                    58,258
                                    
                                    
                                    
                                    63,859Accrued
      distribution fees
                                    
                                    
                                    226,705
                                    
                                    
                                    
                                    213,541Other
                                    
                                    
                                    219,051
                                    
                                    
                                    
                                    247,868$
                                    915,522
                                    
                                    
                                    $
                                    969,242




(b)
Related Party
Transactions




During
the three-month periods ended March 31, 2009 and March 31, 2008, the Company
paid to Henry Globus, a former officer and current director of the Company
$5,574 and $5,334, respectively, for consulting services in accordance with his
employment termination agreement of 1988.




During
the three-month period ended March 31, 2009 the Company paid to Bonamassa,
Maietta and Cartelli, LLP $1,500 for accounting and tax
services.  There were no payments to Bonamassa, Maietta and Cartelli,
LLP for the three-month period ended March 31,
2008.    Lawrence Maietta, a partner in Bonamassa, Maietta
and Cartelli, LLP, is currently a director of the Company.




12


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







FORWARD
LOOKING STATEMENTS






Statements
made in this Form 10-Q 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 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 principles, policies or
guidelines; financial or political instability; acts of war or terrorism; and
other economic, competitive, governmental, regulatory and technical factors that
may affect the Company's operations, products, services and prices.




Accordingly,
results actually achieved may differ materially from those anticipated as a
result of such forward-looking statements, and those statements speak only as of
the date they are made. The Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such
statements.




OVERVIEW




The
Company is a Delaware corporation that conducts research, product development,
manufacturing and marketing of cosmetic ingredients, personal and health care
products, pharmaceuticals, and specialty industrial products. All of the
products that the Company manufactures, with the exception of its RENACIDIN
IRRIGATION®, are
produced at its facility in Hauppauge, New York, and are marketed through
marketing partners, distributors, wholesalers, direct advertising, mailings, and
trade exhibitions. Its most important personal care product line is its
LUBRAJEL® line of
water-based moisturizing and lubricating gels. It also sells two pharmaceutical
products for urological uses. Those products are sold primarily through the
major drug wholesalers, which in turn sell the products to pharmacies,
hospitals, nursing homes and other long-term care facilities, and to government
agencies, primarily the Veteran's Administration.




The
Company’s pharmaceutical products are distributed primarily in the United
States. Its personal care products are marketed worldwide by five marketing
partners, of which International Specialty Products Inc. ("ISP") purchases the
largest volume of products from the Company.  Approximately one-half
of the Company's personal care products are sold, either directly or through the
Company’s marketing partners, to end-users located outside of the United
States.




13


While the
Company does have competition in the marketplace for some of its products, many
of its products are either unique in their field or have some unique
characteristics, and therefore are not in direct competition with the products
of other pharmaceutical, specialty chemical, or health care
companies.  Many of the Company’s products are manufactured using
patented or proprietary processes.  The Company’s research and
development department is actively working on the development of new products to
expand the Company's line of personal care and performance
products.




The
Company recognizes revenue when products are shipped, title and risk of loss
pass to the customers, persuasive evidence of a sales arrangement exists, and
collections are reasonably assured.  An allowance for returns, based
on historical experience, is taken as a reduction of sales within the same
period the revenue is recognized.




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.




CRITICAL
ACCOUNTING POLICIES




As
disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 the discussion and analysis of the Company’s financial
condition and results of operations are based on its financial statements, which
have been prepared in conformity with U.S. generally accepted accounting
principles. The preparation of those financial statements required the Company
to make estimates and assumptions that affect the carrying value of assets,
liabilities, revenues and expenses reported in those financial statements. Those
estimates and assumptions can be subjective and complex, and consequently actual
results could differ from those estimates and assumptions. The Company’s most
critical accounting policies relate to revenue recognition, concentration of
credit risk, inventory, pension costs, patents, and income taxes. Since December
31, 2008, there have been no significant changes to the assumptions and
estimates related to those critical accounting policies.
  The
following discussion and analysis covers material changes in the financial
condition of the Company since the year ended December 31, 2008, and a
comparison of the results of operations for the three months ended March 31,
2009 and March 31, 2008. This discussion and analysis should be read in
conjunction with "Management's Discussion and Analysis or Plan of Operation"
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2008.




RESULTS
OF OPERATIONS




Sales




For the
three-month period ended March 31, 2009, net sales increased by $863,944 (28.5%)
as compared with March 31, 2008.  The change in net sales for the
three-month period ended March 31, 2009 was almost entirely attributable to
increases in sales to two of the Company’s customers.  Although there
were increases and decreases in sales volumes among its other customers, the net
increases to these two customers accounted for over 98% of the total sales
increase for the quarter ended March 31, 2009.




14


(a)
            Personal care products:
      For the three months ended March 31, 2009 the Company’s gross sales of
      personal care products increased by $344,610 (17.7%) when compared with
      the three months ended March 31, 2008.  This increase was
      primarily due to an increase in sales of approximately $506,000 (40.0%) to
      the Company’s largest distributor for the three month period ended March
      31, 2009 when compared with the comparable period in
  2008.




(b)
            Pharmaceuticals:Pharmaceutical
      gross sales decreased by $56,088 (7.9%) for the three months ended March
      31, 2009 compared with the same period in 2008.  On April 1,
      2008, the Company implemented a 4% price increase on its pharmaceutical
      products, which resulted in customers purchasing slightly larger than
      normal volumes in advance of the price increase.  That was not
      repeated in the first quarter of 2009 because the pharmaceutical price
      increase for 2009 is not being implemented until May 1, 2009. The Company
      expects revenue from pharmaceutical sales for the full year to equal or
      exceed 2008 volume.




(c)
            Medical (non-pharmaceutical)
      products:Gross sales of the Company’s medical products
      increased $599,921 (150.0%) for the three-month period ended March 31,
      2009 when compared with the comparable period ended March 31,
      2008.  Sales of one of the Company’s medical products to one of
      its primary customers increased by approximately $347,000 (495.0%) in the
      three-month period ended March 31, 2009 when compared to the comparable
      period in 2008.  The Company has been advised that this increase
      is primarily due to the customer bringing in substantial amounts of
      additional inventory while it moves its manufacturing operations to Mexico
      This customer has already purchased over 85% of its entire 2008 sales
      volume in the first quarter of 2009. The Company expects sales to this
      customer to decline significantly for the remainder of this year while the
      operations are being transferred, but still expects sales to this customer
      to be at least 40% above last year’s levels by the end of the
      year.




(d)
            Industrial products:Gross sales of the Company’s industrial products decreased $6,465
      (21.8%) for the three-month period ending March 31, 2009 when compared
      with the comparable period in 2008.




In
addition to the above changes in sales, net sales allowances increased by
$18,034 (29.0%) for the three months ended March 31, 2009 when compared with the
same quarter in 2008.  This increase was primarily due to increases in
allowances for distribution fees.




Cost of
Sales




Cost of
sales as a percentage of sales decreased to 39.7% for the three months ended
March 31, 2009 from 40.8% for the comparable period in
2008.   This decrease  was primarily due to a decrease
in cost of the Company’s most significant raw material.




Operating
Expenses




Operating
expenses consist of selling, general, and administrative expenses. Operating
expenses increased $50,673 (7.7%) for the three months ended March 31, 2009
compared with the comparable period in 2008. This increase was primarily
attributable to increases in payroll and payroll-related expenses.




15
 Other
Income




Investment
income decreased $36,725 (28.6%) for the three months ended March 31, 2009 when
compared with the comparable period in 2008. This decrease was mainly
attributable to a decrease in interest rates and to lower returns on investments
in 2009.




Provision for Income
Taxes




The
provision for income taxes increased by $159,200 (38.3%) for the three months
ended March 31, 2009 when compared with the comparable period in
2008.  This increase is mainly due to an increase in income from
operations before taxes of $475,173 (37.9%) in 2009 when compared with
2008.




The
Company's effective income tax rate increased to 33.2% for the three months
ended March 31, 2009 compared with 33.1% for the comparable period in
2008.




LIQUIDITY
AND CAPITAL RESOURCES




Working
capital increased by $1,192,975 to $14,429,655 at March 31, 2009 from
$13,236,680 at December 31, 2008. The current ratio increased to 9.7 to 1 at
March 31, 2009 from 6.2 to 1 at December 31, 2008. The increase in the current
ratio was primarily due to the effect of a decrease in dividends
payable.




During
the three-month period ended March 31, 2009 the average period of time that an
account receivable was outstanding was approximately 34 days. The average period
of time that an account receivable was outstanding during the three-month period
ended March 31, 2008 was 45 days, which was mainly due to a few customers who
were paying more slowly than normal at that time.
  The
Company believes that its working capital is and will continue to be sufficient
to support its operating requirements for at least the next twelve
months.  The Company does not expect to incur any significant capital
expenditures for the remainder of 2009.
  The
Company generated cash from operations of $1,764,429 and $1,011,137 for the
three months ended March 31, 2009 and March 31, 2008, respectively. The increase
was primarily due to an increase in net income and a decrease in receivables
days outstanding.
  Cash
provided by investing activities for the three-month period ended March 31, 2009
was $247,940, while cash used in investing activities for the three-month period
ending March 31, 2008 was $411,028. This increase was primarily due to a
decrease in purchases of plant equipment and marketable securities and an
increase in the redemption of marketable securities.




Cash used
in financing activities was $1,387,000 for the three months ended March 31, 2009
and March 31, 2008.   These activities were mainly related to
dividend payments




There
were no cash flows in investing or financing activities from discontinued
operations during 2009 and 2008.


16


RECENT
ACCOUNTING PRONOUNCEMENTS




Please
see Note 4 to the Financial Statements for a description of recent accounting
pronouncements, including the expected dates of adoption and the anticipated
impact on the financial statements.




OFF-BALANCE
SHEET ARRANGEMENTS




The
Company has no off balance sheet transactions that have, or are reasonably
likely to have, a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.




CONTRACTUAL
OBLIGATIONS AND COMMITMENTS




The
information to be reported under this item is not required of smaller reporting
companies.




Item
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.




The
information to be reported under this item is not required of smaller reporting
companies.




Item 4T.  CONTROLS AND PROCEDURES




(a)
            DISCLOSURE CONTROLS
      AND PROCEDURES




The
Company’s management, including its Principal Executive Officer and Principal
Financial Officer, has evaluated the design, operation, and effectiveness of the
Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the
Securities Exchange Act of 1934 (the “Exchange Act”).  There are
inherent limitations to the effectiveness of any system of disclosure controls
and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives.  Based upon the evaluation
performed by the Company’s management, including its Principal Executive Officer
and Principal Financial Officer, it was determined that, as of the end of the
period covered by this quarterly report, the Company’s disclosure controls and
procedures were effective in providing reasonable assurance that information
required to be disclosed in the reports filed or submitted pursuant to the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the rules and forms of the SEC, and that such information
is accumulated and communicated to the Company’s management, including its
Principal Executive Officer and Principal Financial Officer, or persons
performing similar functions, as appropriate, to allow timely decisions
regarding disclosures.




(b)
            CHANGES IN INTERNAL
      CONTROL OVER FINANCIAL
REPORTING




The
Company's Principal Executive Officer and Principal Financial Officer have
determined that, during the period covered by this quarterly report, there were
no changes in the Company's internal control over financial reporting that
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.  They have also
concluded that there were no significant changes in the Company’s internal
controls after the date of the evaluation.






17


PART
II - OTHER INFORMATION






ITEM 1.
            LEGAL
      PROCEEDINGS




NONE




ITEM 1A.
            RISK
      FACTORS




The
information to be reported under this item is not required of smaller reporting
companies.




ITEM 2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF

                PROCEEDS.




NONE




ITEM 3.
            DEFAULTS
      UPON SENIOR SECURITIES




NONE




ITEM 4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS




NONE




ITEM
5.                      OTHER
INFORMATION




NONE




ITEM
6.                      EXHIBITS
AND REPORTS ON FORM 8-K




(a)        Exhibits




31.1
              Certification
      of Kenneth H. Globus, President and principal executive officer of the
      Company, pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
              Certification
      of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
              Certification
      of Kenneth H. Globus, President and principal executive officer of the
      Company, pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              Certification
      of Robert S. Rubinger, Chief Financial Officer of the Company, pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.




(b)        Reports
on Form 8-K




There
were two reports on Form 8-K filed during the fiscal quarter ended March 31,
2009. The first was filed on March 3, 2009, and related to the issuance of a
press release announcing that the Company’s stock would now be listed on the
NASDAQ stock market rather than the NYSE Alternext  (now known as NYSE
AMEX) stock exchange.  The second was filed on March 20, 2009 and
related to the issuance of a press release that announced the Company’s
financial results for the fiscal year ended December 31, 2008.






18


SIGNATURES







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











UNITED-GUARDIAN,
INC.


(Registrant)








By:  /S/  KENNETH H.
GLOBUS


Kenneth
H. Globus


President








By: /S/  ROBERT S.
RUBINGER


Robert S. Rubinger


Date:  May 14,
2009                                                                                             Chief
Financial Officer