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

                               FORM 10-QSB

(Mark One)

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


            For the quarterly period ended   September 30, 2002
                                             ------------------

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

            For the transition period from __________  to  ___________

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

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

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

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

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

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

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

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






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

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

Yes _________             No ____________

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                                4,881,139
                              -------------






































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

                                  INDEX


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

   Item 1 - Financial Statements

              Consolidated Statements of Earnings - Three and
                Nine Months Ended September 30, 2002 and 2001............. 2

              Consolidated Balance Sheets -
                September 30, 2002 and December 31, 2001................ 3-4

              Consolidated Statements of Cash Flows -
                Nine Months Ended September 30, 2002 and 2001............. 5

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

   Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations............ 11-13

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

Part II. OTHER INFORMATION

   Item 1 - Legal Proceedings............................................ 14

   Item 2 - Changes in Securities and Use of Proceeds.................... 14

   Item 3 - Defaults Upon Senior Securities.............................. 14

   Item 4 - Submission of Matters to a Vote of Security Holders.......... 14

   Item 5 - Other Information............................................ 14

   Item 6 - Exhibits and Reports On Form 8-K.......................... 14-19















                                    1
<PAGE>
                         Part I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

                             NINE MONTHS ENDED           THREE MONTHS ENDED
                                SEPTEMBER 30,               SEPTEMBER 30,
                             2002          2001           2002          2001
                            ------        ------         ------        ------
Revenue:
  Net sales              $ 6,796,553   $ 7,625,049    $ 2,085,937   $ 2,201,249
                          ----------    ----------     ----------    ----------
Costs and expenses:
  Cost of sales            3,726,051     3,638,997      1,174,265     1,017,445
  Selling, general and
     administrative        1,698,670     1,747,294        562,921       535,456
                          ----------    ----------     ----------    ----------
                           5,424,721     5,386,291      1,737,186     1,552,901
                          ----------    ----------     ----------    ----------
      Earnings from
         operations        1,371,832     2,238,758        348,751       648,348

Other income (expense):
  Interest expense              -              (38)          -               (1)
  Investment income          144,075       186,713         44,987        54,968
  Gain (loss) on sale
     of assets                    79        (8,859)          -           (8,859)
  Other                          (49)         -              -             -
                           ----------    ----------     ----------    ---------
        Earnings before
           income taxes    1,515,937     2,416,574        393,738       694,456

Provision for income taxes   528,548       902,740        135,548       260,000
                           ---------     ---------      ---------     ---------
      Net earnings       $   987,389   $ 1,513,834    $   258,190   $   434,456
                           =========     =========      =========     =========
Earnings per common share
   (basic and diluted)   $      0.20   $      0.31    $      0.05   $      0.09
                           =========     =========      =========     =========
Basic weighted average
  shares                   4,877,478     4,867,465      4,881,139     4,870,029
                           =========     =========      =========     =========
Diluted weighted
  average shares           4,889,870     4,887,602      4,888,794     4,884,338
                           =========     =========      =========     =========


                         See notes to financial statements.

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

                                           SEPTEMBER 30,       DECEMBER 31,
                                                2002               2001
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
    Cash and cash equivalents           $    2,789,940      $    1,599,857
    Temporary investments                    4,033,100           4,365,114
    Marketable securities                      870,254             944,348
    Accounts receivable, net of
       allowance for doubtful accounts
       of $62,964 at September 30, 2002 and
       $63,100, at December 31, 2001,
       respectively                            779,770             844,388
     Inventories                             1,204,885           1,185,535
     Prepaid expenses and other
        current assets                         317,139             327,924
     Deferred income taxes                     307,445             279,824
                                           -----------         -----------
              Total current assets          10,302,533           9,546,990
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,720,085           2,698,088
     Building and improvements               2,034,304           2,019,136
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             4,956,921           4,919,756
       Less: Accumulated depreciation        3,828,312           3,721,343
                                           -----------         -----------
                                             1,128,609           1,198,413
                                           -----------         -----------
Other assets:
     Processes and patents, net of
        accumulated amortization of
        $981,243 and $946,647 at
        September 30, 2002 and December 31,
        2001, respectively                         554              35,150
     Other                                         700               1,000
                                           -----------         -----------
                                                 1,254              36,150
                                           -----------         -----------
                                        $   11,432,396      $   10,781,553
                                           ===========         ===========




                         See notes to financial statements.

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



                                           SEPTEMBER 30,       DECEMBER 31,
                                               2002                2001
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Dividends payable                       $     -             $  487,044
   Accounts payable                           340,663             213,728
   Accrued expenses                           372,145             344,304
                                            ---------           ---------
         Total current liabilities            712,808           1,045,076
                                            ---------           ---------

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

Stockholders' equity:
   Common stock $.10 par value,
      authorized, 10,000,000 shares;
      issued, 4,943,339 and 4,932,639
      shares, respectively; outstanding
      4,881,139 and 4,870,439 shares,
      respectively                            494,334             493,264
   Capital in excess of par value           3,527,423           3,492,518
   Accumulated other comprehensive
       loss                                   (64,277)            (24,024)
   Retained earnings                        7,111,738           6,124,349
   Treasury stock, at cost; 62,200
       shares                                (359,630)           (359,630)
                                            ---------           ---------
         Total stockholders' equity        10,709,588           9,726,477
                                            ---------           ---------
                                         $ 11,432,396        $ 10,781,553
                                           ==========          ==========













                       See notes to financial statements.

                                       4
<PAGE>
                              UNITED-GUARDIAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                           NINE MONTHS ENDED
                                                              September 30,
                                                              ------------
                                                         2002            2001
                                                       -------         -------
Cash flows provided by operating activities:
  Net earnings                                     $   987,389     $ 1,513,834
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                    192,320         204,776
      Provision for doubtful accounts                      -              (600)
      Amortization of bond premium                       9,144            -
      Net (gain) loss on sale of equipment                 (79)          8,859
      (Increase) decrease in assets:
         Accounts receivable                            64,618          41,360
         Inventories                                   (19,350)        205,538
         Prepaid expenses and other current
           and non-current assets                       11,085         (63,326)
      Increase (decrease) in liabilities:
         Accounts payable                              126 935          39,552
         Accrued expenses and taxes payable             27,841          18,684
                                                      --------        --------
      Net cash provided by operating activities      1,399,903       1,968,677
                                                      --------        --------
Cash flows from investing activities:
   Acquisition of property, plant and equipment       (102,341)       (131,369)
   Proceeds from sale of equipment                      14,500           9,200
   Net change in temporary investments                 332,014      (2,066,214)
   Purchase of marketable securities                    (2,924)       (660,300)
   Proceeds from sale of marketable securities            -             50,000
                                                      --------        --------
      Net cash provided by (used in)
       investing activities                            241,249      (2,798,683)
                                                      --------        --------
Cash flows from financing activities:
   Principal payments on long-term debt                   -             (6,036)
   Proceeds from exercise of stock options              35,975          94,251
   Dividends paid                                     (487,044)       (486,114)
                                                      --------        --------
     Net cash used in financing activities            (451,069)       (397,899)
                                                      --------        --------
Net increase (decrease) in cash and cash
  equivalents                                        1,190,083      (1,227,905)

Cash and cash equivalents at beginning of period     1,599,857       2,226,812
                                                     ---------       ---------
Cash and cash equivalents at end of period         $ 2,789,940     $   998,907
                                                     =========       =========


                       See notes to financial statements.

                                        5
<PAGE>
                             UNITED-GUARDIAN, INC.
                CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

     1. In the opinion of the  Company,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
2002 and December 31, 2001 and the results of operations  and cash flows for the
three and nine months ended September 30, 2002 and 2001. The accounting policies
followed  by the  Company are set forth in the  Company's  financial  statements
included in its December 31, 2001 Annual Report to Shareholders.

     2. The results of operations for the three and nine months ended  September
30, 2002 and 2001 are not  necessarily  indicative of the results to be expected
for the full year.

     3. Inventories

     Inventories consist of the following:     September 30,   December 31,
                                                    2002           2001
                                                ----------     ----------
     Raw materials and work in process          $  272,683     $  245 849
     Finished products and fine chemicals          932,202        939,686
                                                ----------     ----------
                                                $1,204,885     $1,185,535
                                                ==========     ==========

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

     Cash  payments for taxes were $513,779 and  $1,078,271  for the nine months
ended September 30, 2002 and 2001, respectively.

     5. Comprehensive Income (Loss)

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



















                                        6
<page>
<table>
<caption>
                                          Nine months ended September 30,    Three months ended September 30,
                                                2002           2001               2002           2001
                                               ------         ------             ------         ------
<S>                                          <C>           <C>                 <C>             <C>
Net income                                   $987,389      $1,513,834          $258,190        $434,456
                                              -------         -------           -------         -------
Other comprehensive loss
   Unrealized loss on
   marketable securities                      (67,874)        (52,482)          (35,022)        (36,505)
                                              -------         -------           -------         -------
Net unrealized gain loss                      (67,874)        (52,482)          (35,022)        (36,505)
                                              -------         -------           -------         -------
Income tax benefit on
   comprehensive loss                         (27,621)        (19,576)          (13,064)        (13,623)
                                              -------         -------           -------         -------
Other comprehensive income loss               (40,253)        (32,906)          (21,958)        (22,882)
                                              -------         -------           -------         -------
Comprehensive income                         $947,136      $1,480,928          $236,232        $411,574
                                              =======       =========           =======         =======
</table>
         Accumulated   other   comprehensive   income  (loss)  is  comprised  of
unrealized  gains and losses on  marketable  securities,  net of the related tax
effect.

         6. Earnings Per Share

         The  following  table sets forth the  computation  of basic and diluted
earnings per share at September 30, 2002 and 2001.
<table>
<caption>
                                                     Nine months ended            Three months ended
                                                       September 30,                September 30,
                                                     2002           2001          2002           2001
                                                    ------         ------        ------         ------
<S>                                              <C>            <C>           <C>            <C>
Numerator:
   Net income                                    $  987,389     $1,513,834    $  258,190     $  434,456
                                                    =======        =======       =======        =======
Denominator:
   Denominator for basic earnings
   per share (weighted average
   shares)                                        4,877,478      4,867,465     4,881,139      4,870,029

Effect of dilutive securities:
   Employee stock options                            12,392         20,137         7,655         14,309
                                                  ---------      ---------     ---------      ---------
Denominator for diluted earnings
   per share (adjusted weighted-average
   shares) and assumed conversions                4,889,870      4,887,602     4,888,794      4,884,338
                                                  =========      =========     =========      =========
Basic and diluted earnings per share             $     0.20     $     0.31    $     0.05     $     0.09
                                                  =========      =========     =========      =========
</table>
                                       7
<page>
     Options to purchase  8,500 and 2,833 shares of the  Company's  common stock
have been excluded  from the  computation  of diluted  earnings per share in the
three and nine months ended September 30, 2002, respectively, as their inclusion
would be antidilutive.

     7. The Company has the following two reportable business segments: Guardian
Laboratories  and Eastern  Chemical.  The Guardian  segment  conducts  research,
development and manufacturing of  pharmaceuticals,  medical devices,  cosmetics,
products  and  proprietary  specialty  chemical  products.  The Eastern  segment
distributes fine chemicals, solutions, dyes and reagents.

     The accounting policies used to develop segment  information  correspond to
those described in the summary of significant  accounting  policies as set forth
in the Annual Report for the year ended December 31, 2001 . Segment  earnings or
loss is based on earnings  or loss from  operations  before  income  taxes.  The
reportable   segments  are  distinct   business  units  operating  in  different
industries.   They  are  separately   managed,   with  separate   marketing  and
distribution  systems.  The following  information about the two segments is for
the nine and three month periods ended September 30, 2002 and 2001.
<TABLE>
<CAPTION>
                                                                Nine months ended September 30,
                                                     2002                                            2001
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 5,859,785    $   936,768    $ 6,796,553       $ 6,556,466    $ 1,068,583    $ 7,625,049
Depreciation and amortization          105,186           -           105,186           117,079           -           117,079
Segment earnings (loss) before
  income taxes                       1,550,911        (51,638)     1,499,273         2,337,639         25,343      2,362,982

Segment assets                       2,125,281       665,859      2,791,140         2,147,797        463,304      2,611,101

Expenditures for segment assets         34,819            -           34,819            30,506            -           30,506

Reconciliation to Consolidated Amounts

Earnings before income taxes
----------------------------
Total earnings for reportable segments                           $ 1,499,273                                     $ 2,362,982
Other earnings                                                       144,105                                         177,816
Corporate headquarters expense                                      (127,441)                                       (124,224)
                                                                  ----------                                      ----------
Consolidated earnings before income
   taxes                                                         $ 1,515,937                                     $ 2,416,574
                                                                  ==========                                      ==========
Assets
------
Total assets for reportable segments                             $ 2,791,140                                     $ 2,611,101
Corporate headquarters                                             8,641,256                                       7,772,929
                                                                  ----------                                      ----------
      Total consolidated assets                                  $11,432,396                                     $10,384,030
                                                                  ==========                                      ==========
</TABLE>
                                         8
<page>
<TABLE>
<CAPTION>
                                                                  Three months ended September 30,
                                                     2002                                            2001
                                     ------------------------------------            ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL            GUARDIAN       EASTERN         TOTAL
                                   ------------   ------------   -----------       ------------   ------------   -----------
<S>                                <C>            <C>            <C>               <C>            <C>            <C>
Revenues from external customers   $ 1,773,778    $   312,159    $ 2,085,937       $ 1,866,397    $   334,852    $ 2,201,249
Segment earnings (loss) before
   income taxes                        420,141        (24,475)       395,666           675,409         13,594        689,003


Earnings before income taxes
----------------------------
Total earnings for reportable segments                           $   395,666                                     $   689,003
Other earnings                                                        44,987                                          46,108
Corporate headquarters expense                                       (46,915)                                        (40,655)
                                                                  ----------                                       ---------
Consolidated earnings before income
   taxes                                                         $   393,738                                     $   694,456
                                                                  ==========                                       =========
Other significant items
-----------------------
                                                                  Nine Months ended September 30,
                                                     2002                                           2001
                                   ------------------------------------------       -------------------------------------------
                                     Segment                     Consolidated          Segment                     Consolidated
                                      Totals       Corporate        Totals              Totals        Corporate       Totals
                                   ------------   ------------   -------------      -------------   ------------   -------------
<S>                                 <C>           <C>            <C>                 <C>           <C>            <C>
Interest expense                    $    -        $     -        $     -             $    -        $       38     $         38
Expenditures for assets                34,819         67,522         102,341            30,506        100,863          131,369
Depreciation and amortization         105,186         87,134         192,320           117,079         87,697          204,776

Geographic Information
----------------------
                                                       2002                                2001
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>           <C>                   <C>           <C>
United States                              $ 4,075,260   $    1,129,163        $ 3,939,862   $    1,263,064
France                                         893,559                             981,620
Other countries                              1,827,734                           2,703,567
                                           -----------    -------------        -----------    -------------
                                           $ 6,796,553   $    1,129,163        $ 7,625,049   $    1,263,064
                                           ===========    =============        ===========    =============


</table>



                                          9
<page>
<TABLE>
<CAPTION>
<S>                                        <C>                                 <C>
Major Customers
---------------
Customer A (Guardian)                      $ 2,013,715                         $ 2,805,913
Customer B (Guardian)                          696,215                              -
All other customers                          4,086,623                           4,819,136
                                           -----------                         -----------
                                           $ 6,796,553                         $ 7,625,049
                                           ===========                         ===========
</table>
     8. Impact of Recently Issued  Accounting  Pronouncements

        In April 2002, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 145,  "Rescission of
SFAS  Statements  No. 4, 44, and 64,  Amendment  of SFAS No.  13, and  Technical
Corrections." This statement  eliminates the current requirements that gains and
losses on debt  extinguishment  must be classified as extraordinary items in the
income  statement.  Instead,  such  gains  and  losses  will  be  classified  as
extraordinary  items only if they are deemed to be unusual  and  infrequent,  in
accordance with the current GAAP criteria for extraordinary classifications.  In
addition,  SFAS No. 145  eliminates  an  inconsistency  in lease  accounting  by
requiring that  modifications of capital leases that result in  reclassification
as operating leases be accounted for consistent with sales leaseback  accounting
rules.  The  statement  also  contains  other   nonsubstantive   corrections  to
authoritative  accounting literature.  The rescission of SFAS No. 4 is effective
in fiscal  years  beginning  after May 15, 2002.  The  amendment  and  technical
corrections of SFAS No. 13 are effective for  transactions  occurring  after May
15, 2002.  All other  provisions  of SFAS No. 145 are  effective  for  financial
statements  issued  on or  after  May 15,  2002.  Management  believes  that the
adoption  of SFAS No.  145 will not have a  material  impact on its  results  of
operations or financial position.

        In June  2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities,"  which  addresses  accounting for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance,  principally  Emerging  Issues Task Force Issue No. 94-3. SFAS No. 146
requires  that the  liability  for  costs  associated  with an exit or  disposal
activity  be  recognized  when the  liability  is  incurred.  SFAS No.  146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly  SFAS No. 146 may affect  the timing of  recognizing  future
restructuring costs as well as the amount recognized.  SFAS No. 146 is effective
for exit or disposal  activities  that are  initiated  after  December 31, 2002.
Management  believes  that the adoption of SFAS No. 146 will not have a material
impact on its results of operations or financial position.







                                       10
<page>
Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations

FORWARD LOOKING STATEMENTS

     The statements  contained in this report that are not historical  facts are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act.   Forward-looking   statements  are  made  based  upon
management's current expectations and beliefs concerning future developments and
their potential effects upon the Company.  There can be no assurance that future
developments  affecting  the Company will be those  anticipated  by  management.
Actual results may differ materially from those included in the  forward-looking
statements.

OVERVIEW

     The  Company  is a  Delaware  corporation  that  operates  in two  business
segments.  Its Guardian  Laboratories  Division  ("Guardian") conducts research,
product  development,  manufacturing  and  marketing  of  cosmetic  ingredients,
personal and health care  products,  pharmaceuticals,  and specialty  industrial
products.  The products  manufactured by Guardian are marketed through marketing
partners, distributors, direct advertising, mailings, and trade exhibitions. Its
most important personal care product line is its LUBRAJEL(R) line of water based
moisturizing and lubricating  gels. It also sells two  pharmaceutical  products,
which are  distributed  primarily  through drug  wholesalers and surgical supply
houses. There are also indirect sales to the Veteran's  Administration and other
government agencies, and to some hospitals and physicians.

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

     The  Company  has been issued  many  patents  and  trademarks,  and intends
whenever  possible  to make  efforts to obtain  patents in  connection  with its
product development program.

     The Company's Eastern Chemical subsidiary  distributes an extensive line of
fine organic chemicals, research chemicals, test solutions, indicators, dyes and
reagents.   Eastern's  products  are  marketed  through   advertising  in  trade
publications  and  direct  mailings  and are  sold to both to  distributors  and
directly to users for use in a wide variety of applications. Since the Company's
business  activities  and  marketing  efforts over the past  several  years have
focused  increasingly on the Guardian  division,  which the Company believes has
greater growth  potential,  the Company is in the process of reducing  Eastern's
inventory  levels in order to make the subsidiary  more  marketable in the event
the Company decides to sell the Eastern operation at some future date.





                                       11
<page>
     Products  manufactured  by the Company are marketed  worldwide  through its
extensive  marketing and distribution  arrangements.  Approximately  half of the
Company's sales are to foreign customers.

     The  following  discussion  and  analysis  covers  material  changes in the
financial  condition of the Company  since year end  December  31,  2001,  and a
comparison  of the results of  operations  for the three  months and nine months
ended  September  30,  2002 to the same  period  in 2001.  This  discussion  and
analysis  should  be read  in  conjunction  with  "Management's  Discussion  and
Analysis or Plan of  Operation"  included in the  Company's  Form 10-KSB for the
year ended December 31, 2001.

RESULTS OF OPERATIONS

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

     For the nine month  period  ended  September  30, 2002 net sales  decreased
$828,496 (10.9%) versus the comparable period in 2001. The Guardian Laboratories
division ("Guardian") had a sales decrease of $696,681 (10.6%) while the Eastern
Chemical subsidiary ("Eastern") had a sales decrease of $131,815 (12.3%).

     For the three month  period  ended  September  30, 2002  revenue  decreased
$115,312  (5.2%) over the comparable  period in 2001.  Guardian sales  decreased
$92,619 (5.0%), while Eastern sales decreased $22,693 (6.8%).

     The decrease in  Guardian's  sales for the three and nine month  periods is
due to a decline in demand for Guardian's products that the Company  believes is
primarily  a result of the weak  economic  conditions  in the United  States and
overseas.  It is  anticipated  that sales will  increase as the world  economies
improve  and  demand  increases  for the  products  it  sells.  The Company also
anticipates  that it will begin  marketing  two new  products  by the end of the
current fiscal year, and is hopeful that these new products will bring increased
revenue in the coming  years.

     The  decline  in  Eastern's  sales is  believed  to be due mainly to normal
fluctuations  in the  purchasing  patterns  of its  customers,  but may  also be
partially  attributable  to some loss of business due to an inability to provide
some  products as a result of the ongoing  program to reduce  Eastern's  on-hand
inventory.  The Company does not anticipate any significant increase or decrease
in Eastern's sales in the near future.

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

     Cost of sales as a  percentage  of sales  increased  to 54.8%  for the nine
months  ended  September  30, 2002 from 47.7% for the  comparable  period  ended
September 30, 2001. For the three month period ended September 30, 2002 compared
to the  three  month  period  ended  September  30,  2001 the cost of sales as a
percentage of sales  increased to 56.3% from 46.2%.  This increase is mainly due
to the  absorption  of fixed costs by a lower sales volume in the three and nine
month periods in 2002 as compared to the same periods in the prior year.



                                     12
<page>
     Operating Expenses
     ------------------

     Operating  expenses  decreased  $48,624  (2.8%) for the nine  months  ended
September  30, 2002  compared to the  comparable  period in 2001.  For the three
month period ended  September  30, 2002  operating  expenses  increased  $27,465
(5.1%) over the  comparable  period in 2001.  The decrease was  primarily due to
decreases in  consulting  fees,  payroll and payroll  related costs for the nine
month  period  ended  September  30, 2002 as  compared  to the prior  year.  The
increase for the three month period ended September 30, 2002 is primarily due to
an increase in payroll and payroll related costs compared to the prior year.

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

     Investment  income  decreased  $42,638  (22.8%) for the nine  months  ended
September  30,  2002 as compared to the  comparable  period in 2001,  and $9,981
(18.2%) for the three  months  ended  September  30,  2002 when  compared to the
comparable  period in 2001.  These  decreases were  attributable to a decline in
interest rates.

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

     The  provision  for income taxes  decreased  $374,192  (41.5%) for the nine
months ended September 30, 2002 when compared to the comparable  period in 2001,
and $124,452 (47.9%) for the three months ended September 30, 2001 when compared
to the  comparable  period in 2001.  The decrease is due to  decreased  earnings
before  taxes of  $900,637  for the nine  months  ended  September  30, 2002 and
$300,718 for the three months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital   increased  from  $8,501,914  at  December  31,  2001  to
$9,589,725 at September 30, 2002.  The current ratio  increased from 9.1 to 1 at
December  31,  2001 to 14.5 to 1 at  September  30,  2002.  The  Company  has no
commitments  for  any  further  significant  capital   expenditures  during  the
remainder of 2002, and believes that its working capital is and will continue to
be sufficient to support its operating requirements.

     Cash flows provided by operating  activities decreased $568,774 (28.9%) for
the nine months ended September 30, 2002 as compared to the comparable period in
2001.  This  decrease is mainly due to a decrease in net  earnings  for the nine
months ended September 30, 2002.

     Cash flows used in investing  activities  decreased  $3,039,932 (108.6%) in
the nine  months ended  September 30, 2002 as compared to the comparable  period
in  2001.  This  decrease  is  mainly  due a  decline  in  additional  temporary
investments.

     Cash flows used in financing  activities  increased  $53,170 (13.4%) in the
nine months ended  September 30, 2002 when compared to the comparable  period in
2001.  This  increase is mainly due to a decrease in proceeds from stock options
exercised during the nine month period ended September 30, 2002 when compared to
2001.
                                        13
<page>
Item 3.  Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     Within 90 days prior to the filing of this Quarterly  Report on Form 10-QSB
the  Company's  principal  executive  officer and  principal  financial  officer
evaluated the effectiveness of the design and operation of Company's  disclosure
controls and procedures (as defined in Rules  13a-14(c) and 15d-14(c)  under the
Securities  Exchange Act of 1934 (the  "Exchange  Act")) and concluded  that the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is accumulated  and communicated to the Company's
management,  including its officers,  as appropriate  to allow timely  decisions
regarding required disclosure, and are effective to ensure that such information
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the Securities and Exchange Commission's rules and forms.

     Changes in Internal Controls

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

                       PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     While the Company has claims arise from time to time in the ordinary course
of its  business,  the  settlement  of such  claims  in the  past  has not had a
material  adverse  effect on the  Company's  financial  position  and results of
operations.  While the company does have one claim  pending at the present time,
it does not  believe  that the  settlement  of that  claim  will have a material
adverse effect on the Company's financial position and results of operations.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS: NONE

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES: NONE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: NONE

ITEM 5 - OTHER INFORMATION: NONE

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits

        99.1   Certification of Alfred R. Globus, Chairman and Chief
               Executive Officer of the Company, pursuant to
               18 U.S.C. Section 1350



                                       14
<page>
        99.2   Certification of Kenneth H. Globus, President and Chief
               Financial Officer of the Company, pursuant to
               18 U.S.C. Section 1350

     b. Reports on Form 8-K

         There was one report  filed on Form 8-K  during  the three month period
         ended September 30, 2002 pertaining to the filing of CEO and CFO
         certifications pursuant to the Sarbanes-Oxley Act.

                                SIGNATURES

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


                                      UNITED-GUARDIAN, INC.
                                       (Registrant)


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


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

Date:  October 31, 2002


                           SECTION 302 CERTIFICATIONS

        I, Alfred R. Globus,  Chief Executive Officer of United-Guardian,  Inc.,
certify that:

1.  I have reviewed  this quarterly  report on  Form 10-QSB of  United-Guardian,
    Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

                                       15
<page>
4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
       information  relating  to  the  registrant,  including  its  consolidated
       subsidiaries,  is made  known  to us by  others  within  those  entities,
       particularly  during the period in which this  quarterly  report is being
       prepared;


    b) evaluated the effectiveness of the registrant's  disclosure  controls and
       procedures  as of a date  within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and

    c) presented   in  this   quarterly   report  our   conclusions   about  the
       effectiveness  of the  disclosure  controls and  procedures  based on our
       evaluation as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
       controls which could adversely affect the registrant's ability to record,
       process,  summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
       employees  who  have a  significant  role  in the  registrant's  internal
       controls; and

6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


Date:  October 31, 2002                /s/ Alfred R. Globus
                                       --------------------------------
                                       Alfred R. Globus
                                       Chief Executive Officer










                                       16
<page>
        I,  Kenneth  H.  Globus,   President  and  Chief  Financial  Officer  of
United-Guardian, Inc., certify that:

1.  I have reviewed  this quarterly  report on  Form 10-QSB of  United-Guardian,
    Inc.;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the  registrant  as of,  and for,  the  periods  presented  in this
    quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
       information  relating  to  the  registrant,  including  its  consolidated
       subsidiaries,  is made  known  to us by  others  within  those  entities,
       particularly  during the period in which this  quarterly  report is being
       prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
       procedures  as of a date  within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and

    c) presented   in  this   quarterly   report  our   conclusions   about  the
       effectiveness  of the  disclosure  controls and  procedures  based on our
       evaluation as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
    our most  recent  evaluation,  to the  registrant's  auditors  and the audit
    committee of  registrant's  board of directors  (or persons  performing  the
    equivalent functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
       controls which could adversely affect the registrant's ability to record,
       process,  summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
       employees  who  have a  significant  role  in the  registrant's  internal
       controls; and






                                      17
<page>
6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


Date:  October 31, 2002                /s/ Kenneth H. Globus
                                       --------------------------------
                                       Kenneth H. Globus
                                       President and Chief Financial Officer











































                                       18
<page>
EXHIBIT 99.1
------------

                             UNITED-GUARDIAN, INC.
               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly  Report of  United-Guardian,  Inc. (the
"Registrant")  on Form 10-QSB for the period ending September 30, 2002, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Alfred R. Globus, Chief Executive Officer of the Registrant,  hereby certify,
pursuant to 18 U.S.C.  section 1350,  as adopted  pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

    (1) the Report fully  complies  with the  requirements  of Section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) the information contained in the Report fairly presents, in all material
        respects,  the financial  condition  and  result  of  operations  of the
        Company.

October 31, 2002                          /s/ Alfred R. Globus
                                          ---------------------------
                                          Alfred R. Globus
                                          Chief Executive Officer

EXHIBIT 99.2
------------

                              UNITED-GUARDIAN, INC.
               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly  Report of  United-Guardian,  Inc. (the
"Registrant")  on Form 10-QSB for the period ending September 30, 2002, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Kenneth H. Globus,  President and Chief Financial  Officer of the Registrant,
hereby  certify,  pursuant to 18 U.S.C.  section  1350,  as adopted  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

    (1) the Report fully  complies  with the  requirements  of Section  13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) the information contained in the Report fairly presents, in all material
        respects,  the financial  condition  and  result  of  operations  of the
        Company.

October 31, 2002                          /s/ Kenneth H. Globus
                                          ---------------------------
                                          Kenneth H. Globus
                                          President and Chief Financial Officer

                                       19