SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): May 7, 2004


                              UNITED-GUARDIAN, INC.
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               (Exact name of Registrant as Specified in Charter)


          DELAWARE                       1-10526                  11-1719724
 ---------------------------     ----------------------          ------------
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
     of Incorporation)                                       Identification No.)


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



Registrant's telephone number, including area code: (631) 273-0900
                                                    --------------

                                 Not Applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)


Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

             99.1 - Earnings release dated May 7, 2004 for the fiscal quarter
                    ended March 31, 2004.

Item 12. Results of Operations and Financial Condition

     On May 7, 2004, United-Guardian, Inc. issued a press release announcing its
financial  results for the fiscal  quarter  ended March 31, 2004. A copy of that
press release is being furnished as Exhibit 99.1 to this Form 8-K.

     The  information  contained  in this Form 8-K and the  Exhibit(s)  attached
hereto  is being  furnished  pursuant  to "Item 12.  Disclosure  of  Results  of
Operations and Financial  Condition",  and shall not be deemed to be "filed" for
purposes  of  Section 18 of the  Securities  Exchange  Act of 1934 or  otherwise
subject to the  liabilities of that section or of Sections 11 or 12(a)(2) of the
Securities  Act of 1933,  as  amended.  Nor shall it be deemed  incorporated  by
reference in any filing with the  Securities  and Exchange  Commission,  whether
made before or after the date hereof,  except as shall be expressly set forth by
specific reference in such filing.

                                    SIGNATURE

     Pursuant to 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.


                                 By:/s/ Kenneth H. Globus
                                 ------------------------
                                 Name:  Kenneth H. Globus
                                 Title: President

May 27, 2004