content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 144
  
                        NOTICE OF PROPOSED SALE OF SECURITIES
                PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  ATTENTION: Transmit for filing 3 copies of this form concurrently with either
  placing an order with a broker to execute sale or executing a sale directly with
  a market maker
  
  --------------------------------------------------------------------------------
  1(a) NAME OF ISSUER (Please type or print)
  
                      UNITED-GUARDIAN, INC.
  --------------------------------------------------------------------------------
  1(b) IRS IDENT. NO.                    |(c) SEC FILE NO.
                                         |
      11-1719724                         |    1-10526
  --------------------------------------------------------------------------------
  1(d) ADDRESS OF ISSUER              STREET
  
    230 Marcus Blvd., P.O. Box 18050
  --------------------------------------------------------------------------------
  1(d)      CITY                       STATE                  ZIP CODE
  
         Hauppauge                       NY                     11788
  --------------------------------------------------------------------------------
  1(e) TELEPHONE
  --------------------------------------------------------------------------------
       AREA CODE           |   NUMBER
                           |
          631              |   273-0900
  --------------------------------------------------------------------------------
  2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
  
        Robert S. Rubinger
  --------------------------------------------------------------------------------
  2(b) IRS IDENT. NO.                    (c) RELATIONSHIP TO ISSUER
  
                                                Director
  --------------------------------------------------------------------------------
  2(d) ADDRESS                        STREET
  
       c/o United-Guardian, Inc., 230 Marcus Blvd., P.O. Box 18050
  
  --------------------------------------------------------------------------------
  2(d)      CITY                      STATE                  ZIP CODE
  
         Hauppauge                      NY                     11788
  --------------------------------------------------------------------------------
  
  <page>
  INSTRUCTION: The person filing this notice should contact the issuer to obtain
  the I.R.S. Identification Number and the SEC File Number.
  
  <TABLE>
  <CAPTION>                                      __________
                                                |  SEC USE |
  3(a)          |(b)                            |  ONLY    | (c)          |(d)        |(e)         |(f)            |(g)
  Title of the  | Name and Address of Each      |__________|  Number of   | Aggregate | Number of  |  Approximate  |Name of Each |
  Class of      | Broker Through Whom the       |  Broker- |  Shares or   |  Market   | Shares or  |  Date of Sale | Securities  |
  Securities    | Securities are to be          |  Dealer  |  Other Units |  Value    | Other Units|  (See instr.  |  Exchange   |
  to be Sold    | Offered or Each Market        |   File   |  to be Sold  |(See instr.| Outstanding|     3(f))     |(See instr.  |
                | Maker who is Aquiring the     |  Number  |  (See instr. |   3(d))   | (See instr.|  (MO. DAY YR.)|   3(g))     |
                | Securities                    |          |     3(c))    |           |    3(e))   |               |             |
                |                               |          |              |           |            |               |             |
                |                               |          |              |           |            |               |             |
  --------------------------------------------------------------------------------------------------------------------------------
  <S>           | <C>                           | <C>      |  <C>         |  <C>      | <C>        |  <C>          |    <C>      |
                | Charles Schwab & Co., Inc.    |          |              |           |            |               |             |
  Common        | 101 Montgomery St.            |          |  1,000       |  $8,250   | 4,922,239  |  3/15/04      |    AMEX     |
                | San Francisco, CA  94104      |          |              |           |            |               |             |
  --------------------------------------------------------------------------------------------------------------------------------
  
  
  </TABLE>
  
  INSTRUCTIONS:
  1.(a) Name of issuer
    (b) Issuer's I.R.S. Identification Number
    (c) Issuer'S S.E.C. file number, if any
    (d) Issuer's address, including zip code
    (e) Issuer's telephone number, including area code
  
  2.(a) Name of person for whose account the securities are to be sold
    (b) Such person's I.R.S. identification number, if such person is an entity
    (c) Such person's relationship to the issuer (e.g., officer, director, 10%
        stockholder, or member of immediate family of any of the foregoing)
    (d) Such person's address, including zip code
  
  3.(a) Title of the class of securities to be sold
    (b) Name and address of each broker through whom the securities are intended
        to be sold
    (c) Number of shares or other units to be sold (if debt securities, give the
        aggregate face amount)
    (d) Aggregate market value of the securities to be sold as of a specified date
        within 10 days prior to the filing of this notice
    (e) Number of shares or other units of the class outstanding, or if debit
        securities the face amount thereof outstanding, as shown by the most
        recent report or statement published by the issuer
    (f) Approximate date on which the securities are to be sold
    (g) Name of each securities exchange, if any, on which the securities are
        intended to be sold
  
  <PAGE>
  
                           TABLE I - SECURITIES TO BE SOLD
  
      Furnish the following information with respect to the acquisition of the
  securities to be sold and with respect to the payment of all or any part of the
                  purchase price or other consideration therefor:
  
  <TABLE>
  <CAPTION>
                                               | Name of Person           |
                                               | from Whom Acquired       |  Amount of |
  Title of  |Date You  |      Nature of        | (If gift, also give date | Securities | Date of  |                               |
  the Class |Acquired  |Acquisition Transaction| donor acquired)          |  Acquired  | Payment  |     Nature of Payment         |
  ---------------------------------------------------------------------------------------------------------------------------------
  <S>       | <C>      | <C>                   |  <C>                     |  <C>       | <C>      |   <C>                         |
            |          |                       |                          |            |          |                               |
  Common    | 3/15/04* | Cashless exercise of  |  United-Guardian, Inc.   |  1,000     | 3/15/04* |   Cashless exercise           |
            |          | stock option through  |                          |            |          |                               |
            |          | Broker                |                          |            |          |                               |
  ---------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  * This filing is to report the future cashless exercise of a stock
    option.  For that reason, the actual stock acquisition date and date
    of payment will coincide with the date of sale of the stock, since
    the exercise of the stock option, acquisition of the stock, and sale
    of the stock will all happen concurrently.
  
  
  INSTRUCTIONS:
  
  1. If the securities were purchased and full payment therefore was not made in
     cash at the time of purchase, explain in the table or in a note thereto the
     nature of the consideration given. If the consideration consisted of any note
     or other obligation, or if payment was made in installments describe the
     arrangement and state when the note or other obligation was discharged in
     full or the last installment paid.
  
  2. If within two years after the acquisition of the securities the person for
     whose account they are to be sold had any short positions, put or other
     option to dispose of securities referred to in paragraph (d)(3) of Rule 144,
     furnish full information with respect thereto.
  
                TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  
  <TABLE>
  <CAPTION>
  
                                                                                 Amount of     Gross
  Name and Address of Seller         Title of Securities Sold    Date of Sale    Securities    Proceeds
  -------------------------------------------------------------------------------------------------------
  <S>                                <C>                         <C>             <C>           <C>
  -------------------------------------------------------------------------------------------------------
  </TABLE>
  <page>
  REMARKS:
  
  INSTRUCTIONS:
  
  See the definition of "person" in paragraph (a) of Rule 144. Information is to
  be given not only as to the person for whose account the securities are to be
  sold but also as to sales by all persons whose sales are required by paragraph
  (e) of Rule 144 to be aggregated with sales for the account of the person filing
  this notice.
  
  ATTENTION:
  
  The person for whose account the securities to which this notice relates are to
  sold hereby represents by signing this notice that he does not know any material
  adverse information in regard to the current and prospective operations of the
  Issuer of the securities to be sold which have not been publicly disclosed.
  
  
          3/157/04                 /s/ Robert S. Rubinger
  -----------------------  ------------------------------------------------------
     (DATE OF NOTICE)                    (SIGNATURE)
  
  The notice shall be signed by the person for whose account the securities are to
         be sold. At least one copy of the notice shall be manually signed.
  
       Any copies not manually signed shall bear typed or printed signatures.
  
    ATTENTION: Intentional misstatements or omission of facts constitute Federal
                     Criminal Violations (See 18 U.S.C. 1001).
metadata_documents: [{"type": "144", "sequence": "1", "filename": "form144-bob_rubinger.txt", "description": "FORM 144 - ROBERT RUBINGER", "secsgml_size_bytes": 10652}]
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 144
  
                        NOTICE OF PROPOSED SALE OF SECURITIES
                PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  ATTENTION: Transmit for filing 3 copies of this form concurrently with either
  placing an order with a broker to execute sale or executing a sale directly with
  a market maker
  
  --------------------------------------------------------------------------------
  1(a) NAME OF ISSUER (Please type or print)
  
                      UNITED-GUARDIAN, INC.
  --------------------------------------------------------------------------------
  1(b) IRS IDENT. NO.                    |(c) SEC FILE NO.
                                         |
      11-1719724                         |    1-10526
  --------------------------------------------------------------------------------
  1(d) ADDRESS OF ISSUER              STREET
  
    230 Marcus Blvd., P.O. Box 18050
  --------------------------------------------------------------------------------
  1(d)      CITY                       STATE                  ZIP CODE
  
         Hauppauge                       NY                     11788
  --------------------------------------------------------------------------------
  1(e) TELEPHONE
  --------------------------------------------------------------------------------
       AREA CODE           |   NUMBER
                           |
          631              |   273-0900
  --------------------------------------------------------------------------------
  2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
  
        Robert S. Rubinger
  --------------------------------------------------------------------------------
  2(b) IRS IDENT. NO.                    (c) RELATIONSHIP TO ISSUER
  
                                                Director
  --------------------------------------------------------------------------------
  2(d) ADDRESS                        STREET
  
       c/o United-Guardian, Inc., 230 Marcus Blvd., P.O. Box 18050
  
  --------------------------------------------------------------------------------
  2(d)      CITY                      STATE                  ZIP CODE
  
         Hauppauge                      NY                     11788
  --------------------------------------------------------------------------------
  INSTRUCTION: The person filing this notice should contact the issuer to obtain
  the I.R.S. Identification Number and the SEC File Number.
  __________
                                                |  SEC USE |
  3(a)          |(b)                            |  ONLY    | (c)          |(d)        |(e)         |(f)            |(g)
  Title of the  | Name and Address of Each      |__________|  Number of   | Aggregate | Number of  |  Approximate  |Name of Each |
  Class of      | Broker Through Whom the       |  Broker- |  Shares or   |  Market   | Shares or  |  Date of Sale | Securities  |
  Securities    | Securities are to be          |  Dealer  |  Other Units |  Value    | Other Units|  (See instr.  |  Exchange   |
  to be Sold    | Offered or Each Market        |   File   |  to be Sold  |(See instr.| Outstanding|     3(f))     |(See instr.  |
                | Maker who is Aquiring the     |  Number  |  (See instr. |   3(d))   | (See instr.|  (MO. DAY YR.)|   3(g))     |
                | Securities                    |          |     3(c))    |           |    3(e))   |               |             |
                |                               |          |              |           |            |               |             |
                |                               |          |              |           |            |               |             |
  --------------------------------------------------------------------------------------------------------------------------------
  |
  |
  |
  |
  |
  |
  |
  |
                | Charles Schwab & Co., Inc.    |          |              |           |            |               |             |
  Common        | 101 Montgomery St.            |          |  1,000       |  $8,250   | 4,922,239  |  3/15/04      |    AMEX     |
                | San Francisco, CA  94104      |          |              |           |            |               |             |
  --------------------------------------------------------------------------------------------------------------------------------
  INSTRUCTIONS:
  1.(a) Name of issuer
    (b) Issuer's I.R.S. Identification Number
    (c) Issuer'S S.E.C. file number, if any
    (d) Issuer's address, including zip code
    (e) Issuer's telephone number, including area code
  
  2.(a) Name of person for whose account the securities are to be sold
    (b) Such person's I.R.S. identification number, if such person is an entity
    (c) Such person's relationship to the issuer (e.g., officer, director, 10%
        stockholder, or member of immediate family of any of the foregoing)
    (d) Such person's address, including zip code
  
  3.(a) Title of the class of securities to be sold
    (b) Name and address of each broker through whom the securities are intended
        to be sold
    (c) Number of shares or other units to be sold (if debt securities, give the
        aggregate face amount)
    (d) Aggregate market value of the securities to be sold as of a specified date
        within 10 days prior to the filing of this notice
    (e) Number of shares or other units of the class outstanding, or if debit
        securities the face amount thereof outstanding, as shown by the most
        recent report or statement published by the issuer
    (f) Approximate date on which the securities are to be sold
    (g) Name of each securities exchange, if any, on which the securities are
        intended to be sold
  TABLE I - SECURITIES TO BE SOLD
  
      Furnish the following information with respect to the acquisition of the
  securities to be sold and with respect to the payment of all or any part of the
                  purchase price or other consideration therefor:
  | Name of Person           |
                                               | from Whom Acquired       |  Amount of |
  Title of  |Date You  |      Nature of        | (If gift, also give date | Securities | Date of  |                               |
  the Class |Acquired  |Acquisition Transaction| donor acquired)          |  Acquired  | Payment  |     Nature of Payment         |
  ---------------------------------------------------------------------------------------------------------------------------------
  |
  |
  |
  |
  |
  |
  |
            |          |                       |                          |            |          |                               |
  Common    | 3/15/04* | Cashless exercise of  |  United-Guardian, Inc.   |  1,000     | 3/15/04* |   Cashless exercise           |
            |          | stock option through  |                          |            |          |                               |
            |          | Broker                |                          |            |          |                               |
  ---------------------------------------------------------------------------------------------------------------------------------
  * This filing is to report the future cashless exercise of a stock
    option.  For that reason, the actual stock acquisition date and date
    of payment will coincide with the date of sale of the stock, since
    the exercise of the stock option, acquisition of the stock, and sale
    of the stock will all happen concurrently.
  
  INSTRUCTIONS:
  
  1. If the securities were purchased and full payment therefore was not made in
     cash at the time of purchase, explain in the table or in a note thereto the
     nature of the consideration given. If the consideration consisted of any note
     or other obligation, or if payment was made in installments describe the
     arrangement and state when the note or other obligation was discharged in
     full or the last installment paid.
  
  2. If within two years after the acquisition of the securities the person for
     whose account they are to be sold had any short positions, put or other
     option to dispose of securities referred to in paragraph (d)(3) of Rule 144,
     furnish full information with respect thereto.
  
                TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
  
  Furnish the following information as to all securities of the issuer sold during
  the past 3 months by the person for whose account the securities are to be sold.
  Amount of     Gross
  Name and Address of Seller         Title of Securities Sold    Date of Sale    Securities    Proceeds
  -------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------
  REMARKS:
  
  INSTRUCTIONS:
  
  See the definition of "person" in paragraph (a) of Rule 144. Information is to
  be given not only as to the person for whose account the securities are to be
  sold but also as to sales by all persons whose sales are required by paragraph
  (e) of Rule 144 to be aggregated with sales for the account of the person filing
  this notice.
  
  ATTENTION:
  
  The person for whose account the securities to which this notice relates are to
  sold hereby represents by signing this notice that he does not know any material
  adverse information in regard to the current and prospective operations of the
  Issuer of the securities to be sold which have not been publicly disclosed.
  
          3/157/04                 /s/ Robert S. Rubinger
  -----------------------  ------------------------------------------------------
     (DATE OF NOTICE)                    (SIGNATURE)
  
  The notice shall be signed by the person for whose account the securities are to
         be sold. At least one copy of the notice shall be manually signed.
  
       Any copies not manually signed shall bear typed or printed signatures.
  
    ATTENTION: Intentional misstatements or omission of facts constitute Federal
                     Criminal Violations (See 18 U.S.C. 1001).