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     June 30, 1999
                               ----------------------

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

For the transition period from __________  to  ___________

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

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

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

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

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

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

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

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

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

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

Yes _________             No ____________

                   APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding  of each of the issuer's
classes of common equity, as of     June 30, 1999
                                 -------------------

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

<PAGE>
                                 UNITED-GUARDIAN, INC.

                                       INDEX


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

         Consolidated Statements of Earnings -
                  Three and Six Months Ended
                  June 30, 1999 and 1998                               2

         Consolidated Balance Sheets -
                  June 30, 1999 and December 31, 1998                  3-4

         Consolidated Statements of Cash Flows -
                  Six Months Ended
                  June 30, 1999 and 1998                               5

         Consolidated Notes to Financial Statements                    6-8

         Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                           9-12

Part II. Other Information                                             12
















                                          1


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


                            SIX MONTHS ENDED           THREE MONTHS ENDED
                                JUNE 30,                     JUNE  30,
                            1999         1998          1999          1998
                            ----         ----          ----          ----
Revenue:
  Net sales            $ 4,966,017  $ 4,499,595    $ 2,552,042  $  2,110,696
                         ---------    ---------      ---------     ---------
Costs and expenses:
  Cost of sales          2,618,772    2,623,760      1,306,007     1,190,605
  Operating expenses     1,047,141      973,838        564,012       480,439
                         ---------    ---------      ---------     ---------
                         3,665,913    3,597,598      1,870,019     1,671,044
                         ---------    ---------      ---------     ---------
      Earnings from
         operations      1,300,104      901,997        682,023       439,652

Other income (expense):
  Interest expense             (73)        (296)           -             -
  Investment Income         42,261       27,152         23,288        12,143
  Gain on sale of assets       -         28,000            -          20,000
  Other                        (72)         (15)           (27)          (15)
                          ---------    ---------      ---------     --------
        Earnings before
         income taxes    1,342,220      956,838        705,284       471,780


Provision for
   income taxes            500,600      363,200        263,800       182,300
                         ---------    ---------      ---------     ---------

      Net earnings     $   841,620  $   593,638    $   441,484  $    289,480
                         =========    =========      =========     =========
Earnings per common
   share - Basic and
   Diluted             $      0.17  $      0.12    $      0.09  $       0.06
                         =========    =========      =========     =========

Basic weighted average
   shares                4,883,139    4,878,929      4,883,139     4,880,243
                         =========    =========      =========     =========
Diluted weighted
   average shares        4,900,646    4,906,147      4,900,835     4,908,874
                         =========    =========      =========     =========



                           See notes to financial statements.

                                         2

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



                                               JUNE 30         DECEMBER 31
                                                1999               1998
                                            ------------       -------------
              ASSETS                         (UNAUDITED)  (DERIVED FROM AUDITED
                                                           FINANCIAL STATEMENTS)
Current assets:
    Cash and cash equivalents           $    1,444,448      $    1,320,610
    Investments - marketable securities      1,102,955             604,314
    Accounts receivable
         (less allowance for doubtful
          accounts of $52,434 at
          June 30, 1999 and $52,894
          December 31, 1998)                 1,484,341           1,300,118
     Inventories                             1,024,236           1,150,132
     Prepaid expenses and other
          current assets                       180,807             169,786
     Deferred income taxes                     176,318             176,318
                                           -----------         -----------
              Total current assets           5,413,105           4,721,278
                                           -----------         -----------

Property, plant and equipment:
     Land                                       69,000              69,000
     Factory equipment and fixtures          2,414,120           2,407,200
     Building and improvements               1,972,577           1,964,646
     Waste disposal plant                      133,532             133,532
                                           -----------         -----------
                                             4,589,229           4,574,378
      Less: Accumulated depreciation         3,167,619           3,041,694
                                           -----------         -----------
                                             1,421,610           1,532,684
                                           -----------         -----------
Other assets:
      Processes and patents, net               164,763             190,685
      Split dollar life insurance              348,161             348,161
      Other                                      2,025               1,525
                                           -----------         -----------
                                               514,949             540,371
                                           -----------         -----------
                                        $    7,349,664      $    6,794,333
                                           ===========         ===========



                         See notes to financial statements.

                                         3


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



                                             JUNE 30,          DECEMBER 31,
                                               1999                1998
                                          ---------------      ------------
LIABILITIES AND                             (UNAUDITED)   (DERIVED FROM AUDITED
STOCKHOLDERS' EQUITY                                       FINANCIAL STATEMENTS)

Current liabilities:
   Accounts payable                        $  191,646          $  317,973
   Dividends payable                            ---               341,820
   Accrued expense and other                  211,338             119,733
   Taxes payable                               97,002               5,524
   Current portion of long-term
      debt                                     10,048              10,000
                                            ---------           ---------
         Total current liabilities            510,034             795,050
                                            ---------           ---------
Long-term debt, net of current
   portion                                     11,048              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                              488,314             488,314
   Capital in excess of par value           3,330,874           3,330,874
   Accumulated other comprehensive
       income(loss)                             3,700                (208)
   Retained earnings                        2,995,694           2,154,074
                                            ---------           ---------
         Total stockholders' equity         6,818,582           5,973,054
                                            ---------           ---------
                                         $  7,349,664        $  6,794,333
                                            =========           =========





                        See notes to financial statements.


                                       4


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

                                                       SIX MONTHS ENDED
                                                            JUNE 30,
                                                            --------
                                                      1999            1998
                                                    -------         -------

Cash flows provided by operating activities:
  Net earnings                                  $   841,620    $    593,638
  Adjustments to reconcile net earnings
    to net cash flows from operations:
      Depreciation and amortization                 151,847         204,189
      Gain on sale of equipment                        -            (28,000)
      Provision for doubtful accounts                  (460)           -
      (Increase) decrease in assets:
         Accounts receivable                       (183,763)       (158,121)
         Inventories                                125,896         126,174
         Prepaid expense and other assets           (11,521)        (80,809)
      Increase (decrease) in liabilities:
         Accounts payable                          (126,327)       (103,955)
         Accrued expenses and other,
            and taxes payable                       180,788        (108,792)
                                                   --------        --------
      Net cash provided by operating activities     978,080         444,324
                                                   --------        --------

Cash flows from investing activities:
   Acquisition of property, plant and equipment     (14,851)        (91,081)
   Proceeds from the sale of equipment                 -             28,000
   Purchase of marketable securities - net         (517,292)       (155,371)
   Proceeds from sale of marketable securities       24,854            -
                                                   --------        --------
      Net cash (used in) investing activities      (507,289)       (218,452)
                                                   --------        --------
Cash flows from financing activities:
   Principal payments on long-term debt              (5,133)           -
   Proceeds from exercise of stock options             -              9,075
   Dividends Paid                                  (341,820)       (292,610)
                                                   --------        --------
     Net cash (used in) financing activities       (346,953)       (283,535)
                                                   --------        --------

Net increase in cash and cash
  equivalents                                       123,838         (57,663)

Cash and cash equivalents at beginning
  of period                                       1,320,610         822,596
                                                  ---------        --------
Cash and cash equivalents at end of period      $ 1,444,448    $    724,933
                                                  =========        ========


                       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 June 30,  1998 and the  results  of  operations  for the three and six
months  ended  June 30,  1999 and 1998 and cash  flows for the six months
ended June 30, 1999 and 1998.  The  accounting  policies  followed by the
Company are set forth in the Company's  financial  statements included in
its December 31, 1998 Annual Report to Shareholders.

          2. The results of operations for the three and six months ended
June 30, 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 six
months ended June 30, 1999 and 1998 respectively.

             Cash  payments for taxes were  $883,368 and $431,642 for the
six months ended June 30, 1999 and 1998 respectively.


        4. Comprehensive Income

           The components of comprehensive income are as follows:

                                                     1999             1998
                                                    -------          -------
                Net income                        $ 841,620        $ 593,638
                                                    -------          -------
                Other Comprehensive Income
                   Unrealized gain on
                     marketable securities            5,873             -
                                                    -------          -------
                Net unrealized gains                  5,873             -
                                                    -------          -------
                Income tax expense on
                  comprehensive income                2,173             -
                                                    -------          -------
                Other comprehensive income            3,700             -
                                                    -------          -------
                Comprehensive income              $ 845,320        $ 593,638
                                                    =======          =======


         The  component  of  accumulated  other  comprehensive  gains are
unrealized gains on marketable securities.

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

         The  accounting  policies  used to develop  segment  information
correspond to those  described in the summary of  significant  accounting
policies as set forth in the  December  31, 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 six months  ended  June 30,  1999 and
1998. All balance sheet  disclosures are as of June 30, 1999 and June 30,
1998.

                                        6

<PAGE>


                             UNITED-GUARDIAN, INC.
                CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                     1999                                           1998
                                     ------------------------------------           ------------------------------------
                                     GUARDIAN       EASTERN         TOTAL           GUARDAIN       EASTERN         TOTAL
                                   ------------   ------------   -----------      ------------   ------------   -----------
<S>                                <C>            <C>            <C>              <C>            <C>            <C>
Earnings from external customers   $ 4,109,308    $   856,709    $ 4,966,017      $ 3,715,025    $   784,570    $ 4,499,595
Depreciation and amortization           83,180           -            83,180           69,144           -            69,144
Segment earnings (loss before
  income taxes)                      1,366,608          20,272     1,386,880        1,135,972        (81,508)     1,054,464

Segment assets                       2,291,795         515,283     3,207,078        2,814,382        600,435      3,414,817

Expenditures for segment assets          1,816            -            1,816           39,430           -            39,430

Reconciliation to Consolidated Amounts

Earnings before income taxes
----------------------------
Total earnings for reportable segments                             1,386,880                                      1,054,464
Other earnings                                                        42,116                                         54,841
Corporate headquarters expense                                       (86,776)                                      (152,467)
                                                                 -----------                                    -----------
Consolidated earnings before income
   taxes                                                           1,342,220                                        956,838

Assets
------
Total assets for reportable segments                               3,207,078                                      3,414,817
Corporate headquarters                                             4,142,586                                      2,808,385
                                                                 -----------                                    -----------
      Total consolidated assets                                  $ 7,349,664                                    $ 6,223,202
                                                                 ===========                                    ===========
</TABLE>



                                   7


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

<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                 1,816         13,035          14,851             39,430         51,651           91,081
Depreciation and amortization          83,180         68,667         151,847             69,144        135,045          204,189

</TABLE>
<TABLE>
<CAPTION>
Geographic Information
----------------------
                                                       1999                                1998
                                           ---------------------------         ---------------------------
                                             Revenues      Long-Lived            Revenues      Long-Lived
                                                             Assets                              Assets
                                           -----------    -------------        -----------    -------------
<S>                                        <C>            <C>                  <C>            <C>
United States                              $ 2,951,333   $    1,586,373        $ 2,538,577    $   1,953,805
France                                         658,023                             583,020
Other countries                              1,356,661                           1,377,998
                                           -----------    -------------        -----------    -------------
                                           $ 4,966,017   $    1,586,373        $ 4,499,595    $   1,953,805
                                           ===========    =============        ===========    =============

Major Customers
---------------
Customer A (Guardian)                      $ 1,070,451                        $    832,799
Customer B (Guardian)                          612,594                             550,946
All other customers                          3,282,972                           3,115,850
                                           -----------                        ------------
                                           $ 4,966,017                        $  4,499,595
                                           ===========                        ============
</TABLE>



                                        8

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


RESULTS OF OPERATIONS

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

         Net sales  increased  $466,422  (10.4%) for the six months ended
June 30, 1999  compared to the  comparable  period in 1998.  The Guardian
Laboratories  division  ("Guardian")  had a sales  increase  of  $394,283
(10.6%) while the Eastern  Chemical  subsidiary  ("Eastern")  had a sales
increase of $72,139 (9.2%).

         For  the  three  month  period  ended  June  30,  1999,  revenue
increased  $441,346 (20.9%) over the comparable period in 1998.  Guardian
sales increased  $413,817 (24.1%),  while Eastern sales increased $27,529
(6.9%).

         The Guardian increases were mainly due to (a) an increase in the
Company's sales into Asia; and (b) the expansion of the Company's overall
sales in both the  United-States and overseas markets through the efforts
of its outside agents and distributors.  The Eastern sales increases were
due to normal fluctuations in purchasing patterns of customers.

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

         Cost of sales as a  percentage  of sales  decreased to 52.7% for
the six months ended June 30, 1999 from 58.3% for the  comparable  period
ended June 30,  1998.  For the three  month  period  ended June 30,  1999
compared to the three  month  period June 30, 1998 the cost of sales as a
percentage of sales  decreased to 51.2% from 56.4%.  The  decreases  were
mainly due to a $100,000  charge for a write-down in value of the Eastern
inventory  in the  first  quarter  of  1998,  lower  cost  for one of the
Company's  largest  volume raw materials  throughout  1999 as compared to
1998,  and the  absorption of plant fixed costs by higher  revenue in the
second quarter of 1999.

         Operating  expenses  increased  $73,303 (7.5%) in the six months
ended June 30, 1999 compared to the  comparable  period in 1998.  For the
three months ended June 30, 1999  operating  expenses  increased  $83,573
(17.4%)  over  the  comparable  period  in  1998.  These  increases  were
primarily  due to the  payment in the second  quarter of 1999 of employee
bonuses in accordance with a new company-wide employee bonus program that
was  implemented in the second quarter of 1999. The program calls for the
payment  once a year of a bonus  to all  qualifying  employees  when  the
Compensation   Committee  of  the  Board  of  Directors  determines  that
operating results are sufficient to do so.

                                       9
<PAGE>
         Gain on Sale of Assets
         ----------------------

         There were no gains  realized  on the sale of assets  during the
six and three month periods ended June 30, 1999. During the six and three
month periods ended June 30, 1998 the Company  realized gains on the sale
of assets of $28,000 and $20,000 respectively

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

         Investment  Income increased  $15,109 (55.6%) for the six months
ended June 30, 1999 when compared to the  comparable  period in 1998, and
$11,145 (91.8%) for the three months ended June 30, 1999 when compared to
the comparable  period in 1998.  These  increases are primarily due to an
increase in short term invested balances.


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

         The provision for income taxes  increased  $137,400  (37.8%) for
the six months ended June 30, 1999 when compared to the comparable period
in 1998,  and $81,500  (44.7%) for the three  months  ended June 30, 1999
when compared to the comparable  period in 1998.  These increases are due
to increased  earnings  before taxes of $385,382 for the six months ended
June 30, 1999 and $233,504 for the three months ended June 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES

             Working  capital  increased from  $3,926,228 at December 31,
1998 to $4,903,071 at June 30, 1999. The current ratio increased from 5.9
to 1 at December 31, 1998 to 10.6 to 1 at June 30, 1999.  The Company has
no commitments for any further  significant  capital  expenditures during
the remainder of 1999, and believes that its working  capital is and will
continue to be sufficient to support its operating requirements.

         Cash flows from operating activities increased $533,756 (120.1%)
for the six  months  ended June 30,  1999 when  compared  the  comparable
period in 1998.  This  increase  relates to the  increase in earnings and
additional provision for accrued taxes and expenses in 1999.

                                       10
<PAGE>
         Cash flows from investing activities decreased $288,837 (132.2%)
in the six months  ended June 30, 1999 when  compared  to the  comparable
period in 1998.  This decrease is mainly due  additional  investments  in
marketable securities.

         Cash flows from financing  activities  decreased $63,418 (22.4%)
in the six months  ended June 30, 1999 when  compared  to the  comparable
period in 1998.  This  decrease  is mainly  due to the  increase  in cash
dividends paid in 1999 when compared to 1998.

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. 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. To date the Registrant has received responses from all of its
major  customers  and  suppliers,  as  well as  most  of the  other  less
significant customers and suppliers it contacted,  and all have indicated
that they either are already Y2K compliant,  or will be by the end of the
year. The Registrant is also involved in a contiuing effort secure 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  adversely
affected  by the  failure  of one or more  of its  current  raw  material
suppliers to become Y2K compliant.

         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  companies  that  handle
Registrant's  payroll,  security system,  and telephone  system;  and the
Registrant's   registrar  and  stock  transfer  agent.


                                   11
<PAGE>


         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.


                          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:  August 12, 1999


                                     12