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

                               FORM 10-QSB
(Mark One)

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
----- SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended  March 31, 1999
                                        ----------------

      TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
         For the transition period from _________  to  _________

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

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

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

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


                                 (516) 273-0900
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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

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

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

    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                         THE PRECEDING FIVE YEARS

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

Yes __________         No  _________

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                               4,883,139 
               -------------------------------------------

<PAGE>
                          UNITED-GUARDIAN, INC.

                                  INDEX


                                                                 Page No.
                                                                 --------

Part I.  Financial Information:

         Consolidated Statements of Earnings -
                  Three Months Ended
                  March 31, 1999 and 1998                           2

         Consolidated Balance Sheets -
                  March 31, 1999 and December 31, 1998            3-4

         Consolidated Statements of Cash Flows -
                  Three Months Ended
                  March 31, 1999 and 1998                           5

         Consolidated Notes to Financial Statements               6-8

         Management's Discussion and Analysis of
            Financial Condition and Results of Operations         9-10

Part II  Other Information                                          11








                                    1
<PAGE>

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


                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                                       ---------
                                               1999              1998
                                               ----              ----

Net sales                                 $  2,413,975       $ 2,388,899
                                            ----------        ----------
Costs and expenses:
     Cost of sales                           1,312,765         1,433,155
     Operating expenses                        483,129           493,399
                                            ----------        ----------
                                             1,795,894         1,926,554
                                            ----------        ----------
           Earnings from operations            618,081           462,345

Other income (expense):
     Interest expense                              (73)             (296)
     Investment income                          18,973            15,024
     Gain on sale of assets                       --               8,000
     Other                                         (45)              (15)
                                            ----------         ---------
           Earnings before income taxes        636,936           485,058

Provision for income taxes                     236,800           180,900
                                            ----------         ---------
           Net earnings                   $    400,136         $ 304,158 
                                            ==========         =========
Earnings per common share        
  (Basic and Diluted)                     $        .08         $     .06 
                                            ==========         =========
Basic weighted average shares                4,883,139         4,878,470
                                            ==========         =========
Diluted weighted average shares              4,900,456         4,890,300
                                            ==========         =========

                    See notes to financial statements.
                                    2
<PAGE>

                          UNITED-GUARDIAN, INC.
                       CONSOLIDATED BALANCE SHEETS



                                               MARCH 31,       DECEMBER 31,
                                                 1999              1998
                                              ----------       -----------
                       ASSETS                 (UNAUDITED)
Current assets:
    Cash and cash equivalents               $  1,973,265     $  1,320,610
    Marketable securities                         81,750          604,314
    Accounts receivable
       (less allowance for doubtful                   
        accounts of $ 52,818 at
        March 31, 1999 and $52,894
        December 31, 1998)                     1,475,496        1,300,118
     Inventories                               1,089,657        1,150,132
     Prepaid expenses and other                          
          current assets                         185,142          169,786 
     Deferred income taxes                       176,318          176,318
                                              ----------       ----------
              Total current assets             4,981,628        4,721,278
                                              ----------       ----------

Property, plant and equipment:
     Land                                         69,000           69,000
     Factory equipment and fixtures            2,407,936        2,407,200
     Building and improvements                 1,970,385        1,964,646
     Waste disposal plant                        133,532          133,532
                                              ----------       ----------
                                               4,580,853        4,574,378
      Less: Accumulated depreciation           3,104,211        3,041,694
                                              ----------       ----------
                                               1,476,642        1,532,684
                                              ----------       ----------

Other assets:
      Processes and patents, net                 177,724          190,685
      Split dollar life insurance                348,161          348,161
      Other                                        2,025            1,525 
                                              ----------       ----------
                                                 527,910          540,371
                                              ----------       ----------
                                            $  6,986,180     $  6,794,333  
                                              ==========       ==========




                    See notes to financial statements.
                                    3
<PAGE>

                          UNITED-GUARDIAN, INC.
                       CONSOLIDATED BALANCE SHEETS



                                             MARCH 31,        DECEMBER 31,
                                               1999               1998
                                           ------------      ------------
LIABILITIES AND                             (UNAUDITED)
STOCKHOLDERS' EQUITY

Current liabilities:
      Dividends payable                   $      --           $   341,820
      Accounts payable                         263,755            317,973
      Accrued expenses and other               114,722            119,855
      Taxes payable                            200,816              5,524
      Current portion of long-term
         debt                                   10,048             10,000
                                           -----------        -----------
            Total current liabilities          589,341            795,172 
                                           -----------        -----------
       
Long-term debt, net of current
     portion                                    13,651             16,229
                                           -----------        -----------

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

Stockholders' equity:
   Common stock $.10 par value,                                           
       authorized 10,000,000 shares;
       issued and outstanding,
       4,883,139 shares                        488,314            488,314
   Capital in excess of par value            3,330,874          3,330,874
   Accumulated other comprehensive 
       (loss)                                     (210)              (330)
   Retained earnings                         2,554,210          2,154,074
                                            ----------        -----------
            Total stockholders' equity       6,373,188          5,972,932
                                            ----------        -----------
                                           $ 6,986,180        $ 6,794,333
                                            ==========        ===========




                    See notes to financial statements.
                                    4
<PAGE>
                          UNITED-GUARDIAN, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                          ---------
                                                     1999           1998
                                                     ----           ----
Cash flows from operating activities:
  Net earnings                                  $  400,136      $  304,158 
  Adjustments to reconcile net earnings
     to net cash flows provided by
     operations:
         Depreciation and amortization              75,478         102,095
         Net gain on sale of equipment                --            (8,000)
         Provision for doubtful accounts               (76)           --
         Unrealized gain on marketable
            securities                                 120            --
        (Increase) decrease in assets:
            Accounts receivable                   (175,302)       (198,410)
            Inventories                             60,475          98,899 
            Prepaid expenses and other assets      (15,856)        (96,295)
         Increase (decrease) in liabilities:
            Accounts payable                       (54,218)        (50,932)
            Accrued expenses and other             190,159         168,405
                                                  --------       ---------
        Net cash provided by operating
             activities                            480,916         319,920 
                                                  --------       ---------

Cash flows from investing activities:
   Acquisition of property, plant and
      equipment                                     (6,475)       (29,798)
   Proceeds from the sale of equipment                --            8,000
   Purchase of marketable securities net              (509)        (3,782)
   Proceeds from marketable securites              523,073           --
                                                  --------       -------- 
        Net cash provided by (used in)    
          investing activities                     516,089        (25,580)
                                                  --------       -------- 

Cash flows from financing activities:
   Principal payments on long-term debt             (2,530)          ---
   Proceeds from exercise of stock options            --            5,156
   Dividends paid                                 (341,820)      (292,610)
                                                  --------        ------- 
        Net cash used in financing
          activities                              (344,350)      (287,454)
                                                  --------        ------- 
Net increase in cash and cash equivalents          652,655          6,886

Cash and cash equivalents at beginning
  of period                                      1,320,610        822,596 
                                                  --------       -------- 
Cash and cash equivalents at
  end of period                                $ 1,973,265      $ 829,482 
                                                 =========      =========

                    See notes to financial statements.
                                    5
<PAGE>
                          UNITED-GUARDIAN, INC.
                CONSOLIDATED NOTES TO FINANCIAL STATEMENTS


         1. In the opinion of the  Company,  the  accompanying  unaudited
financial  statements contain all adjustments  (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of March 31, 1999 and December 31, 1998 and the results of operations and
cash  flows for the three  months  ended  March  31,  1999 and 1998.  The
accounting  policies  followed  by  the  Company  are  set  forth  in the
Company's  financial  statements included in the December 31, 1998 Annual
Report.

         2. The results of  operations  for the three  months ended March
31,  1999 and 1998 are not  necessarily  indicative  of the results to be
expected  for the  full  year. 

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

         Cash  payments  for  interest  were $ 73 and $296 for the  three
months ended March 31, 1999 and March 31, 1998 respectively.

         Cash  payments for income taxes were $41,508 and $86,566 and for
the three months ended March 31, 1999 and March 31, 1998 respectively.

       4. Comprehensive Income

          The components of comprehensive income are as follows:

                                                      1999               1998
                                                    -------            -------
               Net income                        $  400,136         $  304,158
               Change in unrealized (loss) on
                  marketable securities                 120              --
                                                    -------            -------
               Comprehensive income              $  400,256         $  304,158
 
         The components of  accumulated  other  comprehensive  (loss) are
unrealized losses on marketable  securities of ($210) and $0 at March 31,
1999 and 1998 respectively.

       5. NATURE OF BUSINESS AND SEGMENT INFORMATION

         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  polices  used to  develop  segment  information
correspond to those  described in the summary of  significant  accounting
policies as set forth in the  December  31, 1998 annual  report.  Segment
earnings  or loss is based on  earnings  or loss from  operations  before
income  taxes.  The  reportable  segments  are  distinct  business  units
operating in different  industries.  They are  separately  managed,  with
separate marketing and distribution  systems.  The following  information
about the two  segments is for the three  months ended March 31, 1999 and
1998.


                                     6
<PAGE>
<TABLE>
<CAPTION>
                                                     1999                                         1998
                                      ----------------------------------           ----------------------------------
                                      GUARDIAN      EASTERN        TOTAL            GUARDIAN      EASTERN      TOTAL
                                    ------------  -----------   -----------       -----------   -----------  ----------
<S>                                 <C>           <C>           <C>               <C>           <C>          <C>      
Earnings from external customers    $ 1,981,825   $   462,150   $ 2,413,975       $ 2,001,359   $   387,540  $ 2,388,899
Depreciation and amortization            41,565         -            41,565            68,917         -           68,917
Segment earnings (loss) before 
  income taxes                          654,979         5,971       660,950           590,866       (86,754)     504,112

Segment assets                        2,734,473       582,511     3,316,984         2,912,200       651,929    3,564,129

Expenditure for segment assets              736          -              736            10,590         -           10,590


Reconciliation to Consolidated Amounts

Earnings before income taxes
----------------------------
Total earnings for reportable segments                          $   660,950                                  $   504,112 
Other earnings                                                       18,855                                       22,713
Corporate headquarters expense                                     ( 42,869)                                    ( 41,767) 
                                                                  ---------                                    ---------
Consolidated earnings before income taxes                       $   636,936                                  $   485,058

Assets
------
Total assets for reportable segments                            $ 3,316,984                                  $ 3,564,129
Corporate headquarters                                            3,669,196                                    2,695,894
                                                                  ---------                                    ---------
      Total consolidated assets                                 $ 6,986,180                                  $ 6,260,023
                                                                  =========                                    =========
</TABLE>
                                      7
<PAGE>

<TABLE>
<CAPTION>
Other Significant Items
----------------------- 
                                                1999                                            1998
                                 --------------------------------------         --------------------------------------
                                 Segment                   Consolidated         Segment                   Consolidated
                                 Totals     Adjustments       Totals             Totals     Adjustments       Totals
                               ----------   -----------    ------------       -----------   -----------   ------------         
<S>                            <C>          <C>            <C>                <C>           <C>            <C>      
Interest expense               $    -       $      73      $      73          $     -       $     296      $     296 
Expenditures for assets             736         5,739          6,475              10,590       19,208         29,798     
Depreciation and amortization    41,565        33,913         75,478              68,917       33,178        102,095

</TABLE>
<TABLE>
<CAPTION>
Geographic Information
---------------------- 
                                           1999                         1998
                                  ----------------------        ----------------------
                                    Revenues    Long-Lived       Revenues    Long-Lived
                                                  Assets                       Assets
                                   ----------   -----------     -----------   -----------
<S>                               <C>           <C>             <C>           <C>
United States                     $ 1,489,556   $ 1,654,367     $ 1,372,533   $ 1,994,618          
France                                287,247                       383,069
Other countries                       637,172                       633,297
                                    ---------     ---------       ---------     ---------
                                  $ 2,413,975   $ 1,654,367     $ 2,388,899   $ 1,994,618
                                    =========     =========       =========     =========
Major Customers
---------------
Customer A (Guardian)             $   491,215                   $   487,586
Customer B (Guardian)                 260,269                       372,523
All other customers                 1,662,491                     1,528,790
                                    ---------                     ---------
                                  $ 2,413,975                   $ 2,388,899
                                    =========                     =========
</TABLE>





                                     8
<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

         Net sales  increased  $25,076  (1%) for the three  months  ended
March 31, 1999 as compared to the comparable period in 1998. The Guardian
Laboratories  division  ("Guardian") had a sales decrease of $19,534 (1%)
while the Eastern Chemical subsidiary ("Eastern") had a sales increase of
$44,610  (11.5%).  The decrease in  Guardian's  sales and the increase in
Eastern's sales were mainly due to normal  fluctuations in the purchasing
patterns of its customers.

         Cost of sales as a percentage of net sales  decreased from 60.0%
for the three  months  ended  March 31,  1998 to 54.4% in the  comparable
period in 1999.  The decrease  was mainly due to a $100,000  charge for a
write-down in value of the Eastern inventory in the first quarter of 1998
and a lower cost for one of the Company's largest volume raw materials in
1999 compared to 1998.

         Operating  expenses decreased $10,270 (2.1%) in the three months
ended March 31, 1999 when compared to the comparable period in 1998. This
decrease  was mainly due to a decrease in  amortization  of the  Sonarite
technology, which was fully amortized in 1998.

         Investment  income increased $3,949 (26.3%) for the three months
ended March 31, 1999 when compared to the comparable period in 1998. This
increase is primarily due to an increase in short-term invested balances.

         The  Company  realized  a gain on sale of  assets  amounting  to
$8,000 for the three months  ended March 31,  1998.  There was no gain or
loss from the sale of assets for the comparable period in 1999.

         The provision for income taxes  increased  from $180,900 for the
three months ended March 31, 1998 to $236,800 for the  comparable  period
in 1999.  This increase is mainly due to the increase in earnings  before
income taxes of $151,878 (31.3%) between years.  The Company's  effective
rate of 37% remained unchanged for both periods.

Liquidity and Capital Resources

         Working  capital  increased from $3,926,106 at December 31, 1998
to $4,392,287 at March 31, 1999. The current ratio  increased from 5.9 to
1 at December  31, 1998 to 8.5 to 1 at March 31,  1999.  The  increase in
working  capital  is  primarily  due to  increases  in cash  provided  by
operations.  The Company  believes  that its working  capital is and will
continue to be sufficient to support its operating  requirements  and its
need for capital expenditures.

         Cash flows from operating  activities increased $160,996 (50.3%)
for the three months ended March 31, 1999 when compared to the comparable
period in 1998. This increase is mainly due to the increased  earnings in
1999 as compared to 1998.

         Cash flows from investing  activities increased $541,669 for the
three months ended March 31, 1999 when compared to the comparable  period
in  1998.  This  increase  is  mainly  due to  proceeds  from  marketable
securities.

         Cash flows from financing  activities  decreased $56,896 (19.8%)
in the three months ended March 31, 1999 when compared to the  comparable
period in 1998.  This  decrease is primarily  due to the increase in cash
dividends paid.

                                   9
<PAGE>
Impact of the "Year 2000" Issue

         The Registrant has evaluated the impact of the Year 2000 ("Y2K")
issue on its business and does not expect to incur any significant  costs
associated  with Year 2000  compliance  or that the Year 2000  issue will
have  a  material  impact  on  the  Registrant's  business,   results  of
operations,  or financial condition. In 1998 the Registrant purchased new
computer equipment to enable it to run a new Y2K compliant version of its
accounting software. This software has been certified by the vendor to be
Y2K compliant,  and the Registrant  has  independently  verified that the
date fields have been  expanded  to four  digits  instead of two,  and is
satisfied  that the software will function  properly  after  December 31,
1999. All of Registrant's inventory, purchase orders, sales, receivables,
and  general  ledger are  handled  by this Y2K  compliant  software.  The
underlying  operating  system  on  which  this  software  works  has been
certified Y2K compliant.  Registrant's cost to bring its computer systems
into Y2K compliance during 1998 was approximately $30,000.

         The  Registrant  is not aware of any problems that its customers
or suppliers may have in regard to the Y2K issue.  Registrant does not at
the  present  time  conduct  any  direct  data  transfer  with any of its
customers or suppliers  that would be affected by their failure to be Y2K
compliant,  and has no reason to believe that any Y2K compliance problems
that any of its suppliers or customers  might have will have any material
adverse  impact on the  Registrant.  The  Registrant is in the process of
trying  to  obtain  second  sources  of  supply  for as  many  of its raw
materials  as  possible  before  the end of 1999,  and  believes  that it
currently has enough  alternative  suppliers for its key products that it
will not be  materially  affected  by the  failure  of one or more of its
current raw material  suppliers to become Y2K compliant.  In March,  1999
the  Registrant  requested  information  on  Y2K  compliance  from  those
suppliers and customers with which it considers itself to have a material
relationship  and where their failure to attain Y2K compliance could have
a  material  impact on the  Registrant.  Registrant  had  requested  that
responses be submitted by March 31, 1999,  and to date has received  most
of the  responses.  All of those customer and vendors that have responded
to date have  indicated  that Y2K  compliance  either  has  already  been
achieved or will be achieved by June 30, 1999.

         Registrant has investigated its key  non-information  technology
systems  for Y2K  compliance  and has  determined  that  they are  either
already  Y2K  compliant  or  will be so by the  end of the  year  without
material   expense   to   the   Registrant.    The   following   material
non-information  technology  system  providers  have  already  given  the
Registrant  assurances  that the systems or services they provide are Y2K
compliant:   Registrant's   primary   bank;   the  company  that  handles
Registrant's  payroll;  the company that handles its security system; and
the  Registrant's  registrar and stock transfer  agent.  The company that
handles  Registrant's  telephone  system has assured the Registrant that,
with the  exception  of its voice  mail  system,  which  will be made Y2K
compliant  by mid-1999 at no cost to the  Registrant,  all of the rest of
Registrant's telephone system is already Y2K compliant.

         Registrant believes that it has already made all of the material
expenditures necessary to attain Y2K compliance internally,  and does not
expect to expend any material  amounts during 1999 or thereafter for this
purpose.


                                     10
<PAGE>
                       PART II - OTHER INFORMATION


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

             a. Exhibits

                Exhibit 27.  Financial Data Schedule

             b. Reports on Form 8-K

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


                          UNITED-GUARDIAN, INC.

                                SIGNATURES


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


                                       UNITED-GUARDIAN, INC.
                                       (Registrant)


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


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

Date:  May 7, 1999


                                     11