Edgar Filing: UNITED GUARDIAN INC

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENTS

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only (as Permitted
by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

UNITED-GUARDIAN, INC.
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(Name of Registrant as specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction
applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the

amount on which the filing fee is calculated and state how it
was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

-----------------------
To Be Held May 17, 2006
-----------------------

To the Stockholders of UNITED-GUARDIAN, INC.:

You are hereby notified that the annual meeting of the stockholders of
UNITED-GUARDIAN, INC., a Delaware corporation (the "Company"), will be held at
the Sheraton Long Island Hotel, 110 Vanderbilt Motor Parkway, Smithtown, NY
11788 on Wednesday, May 17, 2006 at 10:00 A.M. local time, for the following
purposes:

1. To elect nine (9) directors to serve until the next annual
meeting of the stockholders and until their respective
successors are elected and qualified;

2. To ratify the selection by the Company of Eisner LLP as its
independent certified public accountants for the fiscal year
ending December 31, 2006; and

3. To transact such other matters as may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 31, 2006 are
entitled to notice of and to vote at the meeting.

By order of the Board of Directors
Robert S. Rubinger, Secretary

Dated: April 19, 2006

RETURN OF PROXIES

A Proxy and Business Reply Envelope are enclosed for your
use if you do not plan to attend the Annual Meeting in
person. We urge each stockholder who is unable to attend
the Annual Meeting to vote promptly by signing and returning
his or her proxy, regardless of the number of shares held.

UNITED-GUARDIAN, INC.
230 Marcus Boulevard - P.O. Box 18050 - Hauppauge, NY 11788
(631) 273-0900

Proxy Statement
---------------

The enclosed proxy is solicited by the Board of Directors of
UNITED-GUARDIAN, INC. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 A.M., local time, on
Wednesday, May 17, 2006, at the Sheraton Long Island Hotel, 110 Vanderbilt Motor
Parkway, Smithtown, NY 11788, and at any adjournments thereof. A proxy granted
hereunder is revocable at any time before it is voted by (a) a duly executed
proxy bearing a later date, (b) written notice to the Secretary of the Company
received by the Company at any time before such proxy is voted at the Annual
Meeting, or (c) revocation in person at the Annual Meeting.

It is anticipated that the mailing of this Proxy Statement and the
accompanying Proxy to Stockholders will commence on or about April 19, 2006.

SOLICITATION OF PROXIES

The persons named as proxies are Dr. Alfred R. Globus and Kenneth H.
Globus.

All shares represented by properly executed, unrevoked proxies received in
proper form and in time for use at the Annual Meeting will be voted in
accordance with the directions specified thereon and otherwise in accordance
with the judgment of the persons designated as proxies. Any proxy on which no
direction is specified will be voted in the favor of the nominees to the Board
of Directors listed in this Proxy Statement and in favor of the ratification of
Eisner LLP as the Company's independent certified public accountants for the
fiscal year ending December 31, 2006.

The cost of preparing, assembling and mailing the Notice of Annual Meeting,
Proxy Statement, proxy card and other materials enclosed, will be borne by the
Company. In addition to the solicitation of proxies by use of the mails,
officers and employees of the Company may solicit proxies by telephone, telegram
or personal interview. They will not receive additional compensation for their
effort. The Company will request brokerage houses and other custodians, nominees
and fiduciaries to forward soliciting materials to the beneficial owners of
stock held of record by such persons, and will reimburse such persons for their
expenses in forwarding soliciting material. The Company does not anticipate
paying any compensation to any other party for the solicitation of proxies.

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
--------------------------------------------

Outstanding Shares And Voting Rights
------------------------------------

Only holders of record of the Company's Common Stock, par value $.10 per
share ("Common Stock"), at the close of business on March 31, 2006, will be
entitled to notice of and to vote at the Annual Meeting. On March 31, 2006,
there were 4,942,139 shares of Common Stock outstanding. Each outstanding share
of Common Stock is entitled to one vote on all matters submitted to a vote of
the stockholders at the Annual Meeting, which vote may be given in person or by
proxy. There are no cumulative voting rights.

The nine (9) nominees for director receiving the greatest number of votes
cast by the holders of Common Stock will be elected directors.

The affirmative vote of the holders of a majority of shares of Common Stock
present, in person or by proxy, and eligible to vote at the Annual Meeting is
necessary for the approval of the proposal to ratify the selection by the
Company of Eisner LLP as the Company's independent certified public accountant
for the fiscal year ending December 31, 2006.

Under Delaware law, shares as to which a stockholder abstains or withholds
authority to vote and shares as to which a broker indicates that it does not
have discretionary authority to vote ("broker non-votes") will be treated as
present at the Annual Meeting for the purposes of determining a quorum. Proxies
marked "Withhold Authority" with respect to the election of one or more
directors will not be counted in determining who are the nine persons who
received the greatest number of votes in the election of directors. Proxies
marked "Abstain" with respect to the ratification of the selection of Eisner LLP
as the Company's independent certified public accountant for the fiscal year
ending December 31, 2006, will have the effect of a vote against ratification.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED. PROXIES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES NAMED IF NO
DIRECTION IS GIVEN IN THE PROXIES.

Principal Stockholders
----------------------

The following table sets forth the shares of the Company's Common Stock
(the only class of stock issued and outstanding) owned beneficially by each
person who, as of March 1, 2006, is known by the Company to have owned
beneficially more than 5% of the outstanding Common Stock.

Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner of Class
------------------- ------------------- ----------

Dr. Alfred R. Globus ....................... 1,306,484 (1) 26.4%
26-53 210th Street
Bayside, NY 11360

Kenneth H. Globus .......................... 765,553 (2) 15.5%
19 McCulloch Dr.
Dix Hills, NY 11746

Irwin Uran ................................. 556,339 11.3%
9903 Santa Monica Blvd., #843
Beverly Hills, CA 90212

(1) Includes 1,267,240 shares held directly and 39,244 shares held
beneficially as follows: 14,966 shares owned by the Foundation for Science and
Theology Inc., of which Dr. Globus is President and Director; 23,500 shares held
by his wife; 658 shares controlled as Executor of the estate of Florence Globus;
and 120 shares held as legal guardian for his son.

(2) Includes 510,853 shares held directly and 255,300 shares held
beneficially as follows: 199,900 shares as Trustee; 54,800 shares held by wife.

(3) Represents shares held by Carnegie Fund Management Company S.A., a
wholly owned subsidiary of Banque Carnegie Luxembourg S.A., which is a wholly
owned subsidiary of Carnegie Investment Bank AB, which in turn is a wholly owned
subsidiary of D Carnegie & Co. AB. Carnegie Investment Bank AB is the Investment
Manager for Carnegie Fund Management Company S.A.

Security Ownership Of Management
--------------------------------

The following information is furnished with respect to ownership of shares
of Common Stock, par value $.10 per share, as of March 1, 2006, by each Director
and by all Directors and Officers of the Company as a group (13 persons).
Ownership of shares by the persons named below includes sole voting and
investment power held by such persons.

Name Number of Shares Percent of Class
-------------------- ---------------- ----------------
Dr. Alfred R. Globus 1,306,484 (1) 26.4%
Henry P. Globus 940 *
Charles W. Castanza 6,705 *
Robert S. Rubinger 5,137 *
Kenneth H. Globus 765,553 (2) 15.5%
Lawrence F. Maietta 4,000 *
Arthur M. Dresner 9,000 *
Andrew A. Boccone 0 *
Christopher W. Nolan, Sr. 0 *
Joseph J. Vernice 11,526 *
All other officers (3 persons) 2,920 (3) *

All officers and directors
as a group (13 persons) 2,112,265 (1)(2)(3) 42.7%

* Less than one percent (1%)

(1) Includes 1,267,240 shares held directly and 39,244 shares held
beneficially as follows: 14,966 shares owned by the Foundation for
Science and Theology Inc., of which Dr. Globus is President and
Director; 23,500 shares held by his wife; 658 shares controlled as
Executor of the estate of Florence Globus; and 120 shares held as legal
guardian for his son.

(2) Includes 510,853 shares held directly and 255,300 shares held
beneficially as follows: 199,900 shares as Trustee; 54,800 shares held
by wife.

(3) Includes currently exercisable options to purchase 2600 shares by two
officers who are not Directors.

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

Nominees For Election As Directors
----------------------------------

Nine directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors have been elected and qualified. Set
forth in the table below are the names of all nominees designated by management
for election as directors, the principal occupation or employment of each
nominee for the past five years, his present positions with the Company and the
year he was first elected a director.

Year First
Name and Position Principal Occupation During Elected a
with the Company Age the Past Five Years Director
--------------- --- ------------------------- ---------

Dr. Alfred R. Globus 85 From July 1988 to date, 1942
C.E.O. and Director Chairman of the Board
and C.E.O. of the Company.
For more than 5 years prior
thereto, Chairman of the Board
and President. From February 1982
to November 1997 Chief Financial
Officer of the Company.

Henry P. Globus 83 From July 1988 to date, 1947
Director business consultant. For more
than five years prior
thereto, Executive Vice President
of the Company.

Charles W. Castanza 73 From March 2000 to date, Senior 1982
Senior Vice President Vice President of the Company.
From April 1986 to March
2000, Vice President of the Company.
For more than five years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals for the Company.

Robert S. Rubinger 63 From July 1988 to date, Executive 1982
Executive Vice President, Vice President and Secretary. For
Secretary, and Director more than five years prior thereto,
Vice President and Secretary of the
Company. Treasurer of the Company
from May, 1994 to May, 2004.

Kenneth H. Globus 54 From July 1988 to date, President 1984
President, Chief and General Counsel of the Company.
Financial Officer For more than 5 years prior
and Director thereto, Vice President and
General Counsel of the
Company. Chief Financial Officer
since November 1997.

Lawrence F. Maietta 48 Partner in the accounting firm of 1994
Director Bonamassa, Maietta & Cartelli, LLP,
Brooklyn, NY, since October 1991.
For more than 5 years prior thereto,
partner in the accounting firm of
Wilfred Wyler & Co. Controller of
the Company from October 1991 to
November 1997.

Arthur M. Dresner 64 Partner in the law firm of Reed 1997
Director Smith LLP, New York, NY since
January 2003 and engaged as "Of

Counsel" to that firm from June 1998
to January 2003. Attorney in private
practice and independent business
consultant since January 1997. For
more than 5 years prior thereto,
a Vice President in corporate
development and general management of
International Specialty Products Inc.,
Wayne, N.J.

Andrew A. Boccone 60 Independent business consultant. 2002
Director From 1990 until his retirement
in 2001, President of Kline &
Company, Little Falls, NJ, an
international business consulting
and market research firm.

Christopher W. Nolan, Sr 41 Managing Director (since March, 2006) 2005
Director and Executive Director (2002 to 2006)
in Mergers & Acquisitions ("M&A") for
Rabobank International, New York, NY.
From 2000 to 2002, V. P. in M&A for
Deutsche Bank Securities, Inc., New York,
NY. In 2000, V.P. with Salomon Smith
Barney, New York, NY. From 1992-2000,
V.P., Corporate Development and Investor
Relations for ISP Inc., Wayne, NJ.

Dr. Alfred R. Globus and Henry P. Globus are brothers. Kenneth H. Globus is
the son of Henry P. Globus and the nephew of Dr. Alfred R. Globus. There are no
other family relationships between any Director or Officer of the Company.

Executive Officers and Significant Employees
--------------------------------------------

Dr. Alfred R. Globus 85 From July 1988 to date, Chairman of the
C. E. O. and Director Board and C.E.O. of the Company. For more
than 5 years prior thereto, Chairman of the
Board and President. From February 1982 to
November 1997, Chief Financial Officer of
the Company.

Kenneth H. Globus 54 From July 1988 to date, President and
President, Chief General Counsel of the Company. For more
Financial Officer than 5 years prior thereto, Vice President
and Director and General Counsel of the Company. Chief
Financial Officer since November 1997.

Robert S. Rubinger 63 From July 1988 to date, Executive Vice
Executive Vice President and Secretary of the Company. For
President, Secretary more than 5 years prior thereto, Vice
and Director President and Secretary. Treasurer of the
Company from May 1994 to May 2004.

Charles W. Castanza 73 From March 2000 to date, Senior Vice
Senior Vice President President of the Company. From April 1986 to
March 2000, Vice President of the Company.
For more than 5 years prior thereto,
Operations Manager of Chemicals &
Pharmaceuticals of the Company.

Derek Hampson 66 From October 1987 to date, Vice President of
Vice President the Company. Since 1971 Manager of the
Company's Eastern Chemical Corp. subsidiary.

Joseph J. Vernice 47 From February 1995 to date, Vice President
Vice President of the Company. From November 1991 until
February 1995, Assistant Vice President of
the Company. Since 1988 Manager of Research
& Development and since 1991 Director of
Technical Services of the Company.

Peter A. Hiltunen 47 From July 2002 to date, Vice President of
Vice President the Company. From November 1991 until July
2002, Assistant Vice President of the
Company. Since 1982 Production Manager for
the Company.

Cecile M. Brophy 57 From May 2004 to date, Treasurer of the
Treasurer and Company. From November, 1997 to date,
Controller Controller of the Company. From May 1994
to November 1997, Accounting Manager for
the Company.

Section 16(a) Beneficial Ownership Reporting Compliance
------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires
the Company's officers, directors and persons who own more than 10% of a class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based on
(i) a review of copies of Forms 3, 4, and 5 and any amendments thereto furnished
to the Company during and with respect to the fiscal year ended December 31,
2005 and (ii) statements signed by each responsible person regarding his or her
obligation to file Forms 3, 4, and 5 during the fiscal year ended December 31,
2005, the Company believes that all persons subject to the reporting
requirements pursuant to Section 16(a) filed the required reports on a timely
basis during and with respect to the fiscal year ended December 31, 2005.

Meetings And Compensation
-------------------------

During the fiscal year ended December 31, 2005, the Board of Directors held
four meetings. All Directors attended all four meetings.

The Board of Directors has an Audit Committee, established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, to oversee the
accounting and financial reporting processes of the Company and to meet and
review with the Company's independent auditors the plan, scope and results of
its audits. Members of the Audit Committee are Mssrs. Arthur M. Dresner, Andrew
A. Boccone, and Christopher W. Nolan, Sr. All of the Audit Committee members are
independent as that term is defined in Section 121(A) of the listing standards
of the American Stock Exchange. Under newly adopted rules of the American Stock
Exchange ("AMEX"), the Board of Directors is required to make certain findings
about the independence and qualifications of the members of the Audit Committee
of the Board. In addition to assessing the independence of the members under
AMEX rules, the Board also considered the requirements of Section 10A(m)(3) and
Rule 10A-3 under the Securities Exchange Act of 1934. As a result of its review,
the Board determined that all of the members of the Audit Committee are
independent. The Board of Directors has determined that the Audit Committee does
not have a member who is a financial expert. The reason for the absence of a
financial expert is that the Audit Committee did not have one when the new
requirement became effective, and the Board of Directors determined that the
small size of the Company does not justify recruiting one. Instead, Lawrence F.
Maietta, a Certified Public Accountant and former member of the Audit Committee,
now acts as an advisor to the Audit Committee. Mr. Maietta is not independent as
that term is defined by the listing standards of the American Stock Exchange.
There were four meetings in the fiscal year ended December 31, 2005. Committee
members and Mr. Maietta receive a fee of $1,000.00 for the Annual Committee
Meeting and $500 for each quarterly meeting. The Committee Chairman, Mr. Arthur
M. Dresner, receives an additional $500.00 for each meeting and the member who
records the minutes of each meeting receives an additional $100.00 for each
meeting.

The Board of Directors has a Stock Option Committee which meets
periodically to grant options under the 2004 Stock Option Plan, and in past
years under the now expired 1993 Employee Incentive Stock Option Plan and the
Non-Statutory Stock Option Plan for Directors. The committee consists of two
directors. No fee is paid to such committee members. There were no Stock Option
Committee meetings during the fiscal year ended December 31, 2005.

The Board of Directors has a Compensation Committee which was formed in
1999 for the purpose of recommending to the Board the compensation for corporate
officers for the ensuing year. Members of the Compensation Committee are Messrs.
Lawrence F. Maietta, Arthur M. Dresner, and Andrew A. Boccone. Kenneth H. Globus
acts as advisor to the Committee representing management. The Committee held one
meeting in 2005. Committee members receive a fee of $1,000.00 for attending each
meeting.

The Board does not have a Nominating Committee. The full Board of Directors
fulfills the role of a nominating committee. Final selections are made by a
majority of the independent directors. It is the position of the Board that it
is appropriate for the Company not to have a separate nominating committee
because the size, composition and collective independence of the Board enables
it to adequately fulfill the functions of a standing committee. The American
Stock Exchange does not require the Company to have a separate nominating

committee but does require that board nominees be selected by either a
nominating committee comprised solely of independent directors or by a majority
of the independent directors. Within the meaning of the listing standards of the
American Stock Exchange three directors are now considered independent. They
are Messrs. Arthur M. Dresner, Andrew A. Boccone, and Christopher W. Nolan, Sr.

The Board identifies director candidates through a combination of
referrals, including by management, existing board members and stockholders.
Once a candidate has been identified, the board reviews the individual's
experience and background, and may discuss the proposed nominee with the source
of the recommendation. If the independent directors believe it to be
appropriate, such directors may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to the stockholders for
election to the board.The Board will evaluate stockholder-nominated candidates
under the same criteria as director-nominated candidates. Stockholders wishing
to refer director candidates to the Board should do so in writing and they
should be delivered to the Board c/o Corporate Secretary, United-Guardian, Inc.,
230 Marcus Blvd., P.O. Box 18050, Hauppauge, NY 11788. The Board of Directors
has adopted a corporate resolution with regard to the nominating process as
discussed above.

In 2005 all of the Directors attended the Annual Meeting of stockholders.
Historically, all of the Directors have attended the Annual Meeting.

Compensation of Directors
-------------------------

Non-officer directors receive a fee of $1,500.00 for each meeting attended.
All other directors receive $1,000.00 for each meeting.

Audit Committee Report
----------------------

The Audit Committee of the Board of Directors is comprised of three
directors: Arthur M. Dresner, Andrew A. Boccone, and Christopher W. Nolan, Sr.
All of the Audit Committee members are independent as that term is defined in
Section 121(A) of the listing standards of the American Stock Exchange.

The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities by reviewing the Company's consolidated financial
reports, its internal financial and accounting controls, and its auditing,
accounting and financial reporting processes generally. In June 2000, the Board
of Directors approved and adopted a written Audit Committee Charter.

In discharging its oversight responsibilities regarding the audit process,
the Audit Committee reviewed and discussed the audited consolidated financial
statements of the Company as of and for the year ended December 31, 2005, with
Company management and Eisner LLP ("Eisner"), the independent auditors. The
Audit Committee received the written disclosures and the letter from Eisner
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, (as may be amended or supplemented) discussed
with Eisner any relationships which might impair that firm's independence from

management and the Company and satisfied itself as to the auditors'
independence. The Audit Committee reviewed and discussed with Eisner all
communications required by generally accepted auditing standards, including
Statement on Auditing Standards No. 61, Communications with Audit Committees, as
amended.

Based upon these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the Company's audited consolidated financial
statements for the year ended December 31, 2005, be included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 for
filing with the Securities and Exchange Commission.

/s/ Arthur M. Dresner /s/ Andrew A. Boccone /s/Christopher W. Nolan, Sr.

The foregoing Audit Committee Report shall not be deemed "filed" with the
Securities and Exchange Commission or subject to the liabilities of Section 18
of the Securities Exchange Act of 1934.

Principal Accountant Fees and Services
--------------------------------------

Audit Fees

The aggregate fees billed by Eisner LLP for the audit of the Company's
annual financial statements for FY-2005 and the reviews of the financial
statements included in the Company's quarterly reports on Form 10-QSB for
FY-2005 were approximately $65,600 including out of pocket expenses. The
aggregate fees billed by Eisner LLP for the audit of the Company's annual
financial statements for FY-2004 and the review of the financial statements
included in the Company's quarterly reports on Form 10-QSB during FY-2004 were
approximately $55,500.

Audit-Related Fees

During FY-2005 Eisner LLP billed the Company $2,972 for fees related to its
review of the Company's compliance with section 404 of the Sarbanes-Oxley Act
("SOX"). During FY-2004 there were no fees billed by Eisner LLP that were
related to SOX compliance. No other fees were billed by Eisner LLP for the last
two fiscal years that were reasonably related to the performance of the audit or
review of the Company's financial statements and not reported under "Audit Fees"
above.

Tax Fees

There were no other fees billed by Eisner LLP during the last two fiscal
years that related to tax compliance, tax advice, or tax planning.

All Other Fees

There were no other fees billed by Eisner LLP during the last two fiscal
years for other products and services provided by Eisner LLP.

Pre-approval Policies for Audit Services
----------------------------------------

The Audit Committee of the Company's Board of Directors meets periodically
to review and approve the scope of the services to be provided to the Company by
its independent accountant, as well to review and discuss any issues that may
arise during an engagement. The Audit Committee is responsible for the prior
approval of every engagement of the Company's independent auditors to perform

audit and permissible non-audit services for the Company (such as quarterly
reviews, tax matters, consultation on new accounting and disclosure standards
and, in future years, reporting on management's internal controls assessment.)

Before the auditors are engaged to provide those services, the chief
financial officer and the controller will make a recommendation to the Audit
Committee regarding each of the services to be performed, including the fees to
be charged for such services. At the request of the Audit Committee the
independent auditors and/or management shall periodically report to the Audit
Committee regarding the extent of services being provided by the independent
auditors, and the fees for the services performed to date.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table
--------------------------

The following table sets forth for the three years ended December 31, 2005
certain information concerning the compensation paid or accrued to the Chief
Executive Officer of the Company and the other executive officers of the Company
whose total salary and bonus for the fiscal year ended December 31, 2005
exceeded $100,000.

Annual Compensation Long-Term Compensation
--------------------------------- ---------------------------------
Awards Payments
--------------------- -----------

(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options LTIP Compen-
Position Year* Salary Bonus sation Award(s) /SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)

Alfred R. Globus, 2003 $152,845 3,500 -- 1 -- -- -- --
Chief Executive 2004 $130,005 6,000 -- 1 -- -- -- --
Officer 2005 $135,022 6,500 -- 1 -- -- -- --

Kenneth H. Globus, 2003 $197,550 28,000 -- 1 -- -- -- $4,303 2
President 2004 $202,810 45,000 -- 1 -- -- -- $4,871 2
2005 $209,936 50,000 -- 1 -- -- -- $5,380 2

Robert S. Rubinger, 2003 $127,136 7,500 -- 1 -- -- -- $2,641 2
Executive Vice 2004 $131,134 11,400 -- 1 -- -- -- $2,794 2
President 2005 $138,310 12,000 -- 1 -- -- -- $4,414 2

Charles W. Castanza 2003 $108,434 6,500 -- 1 -- -- -- $2,254 2
Senior Vice President 2004 $111,819 9,750 -- 1 -- -- -- $2,381 2
2005 $118,398 10,500 -- 1 -- -- -- $3,783 2

Joseph J. Vernice 2003 $103,736 9,000 -- 1 -- -- -- $2,212 2
Vice President 2004 $105,265 13,500 -- 1 -- -- -- $2,330 2
2005 $109,343 15,000 -- 1 -- -- -- $3,662 2

* Year ended on December 31 of such year.

1 The amount of personal benefits received by Alfred R. Globus, Kenneth
H. Globus, Robert S. Rubinger, Charles W. Castanza and Joseph J.
Vernice for these periods did not exceed reporting thresholds.

2 In the fiscal year ended December 31, 2005, under its 401(k) Plan for
all of its employees, the Company made a contribution of up to 3% of
each employee's pay for an employee's elective deferral of 6% of pay.
In the fiscal years ended December 31, 2004 and 2003, the Company made
a contribution of up to 2% of each employee's pay for an employee's
elective deferral of 4% of pay. These amounts represent the Company's
contribution for each year.

Stock Options
-------------

During the fiscal year ended December 31, 2005 the Company did not grant
options to purchase Common Stock under the 2004 Stock Option Plan or under the
now expired 1993 Employee Incentive Stock Option Plan or Non-Statutory Stock
Option Plan for Directors.

The following table sets forth certain information with respect to exercise
of stock options during the fiscal year ended December 31, 2005, by the persons
in the Summary Compensation Table above and the value as of December 31, 2005 of
unexercised options.

Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Shares Acquired Value Options/SARs at FY-End (#) at FY-End ($)
Name on exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ------------ ------------------------- -------------------------

Alfred R. Globus - - 0/0 0/0

Kenneth H. Globus 1,000 4,040 0/0 0/0

Robert S. Rubinger - - 0/0 0/0

Charles W. Castanza - - 0/0 0/0

Joseph J. Vernice - - 0/0 0/0

The Company has not adopted a Long Term Incentive Plan for Officers,
Directors or employees.

APPOINTMENT OF AUDITORS
-----------------------

The firm of Eisner LLP, independent certified public accountants, of New
York, N.Y., has been selected by the Audit Committee of the Board of Directors
to be the independent auditors of the Company for the fiscal year ending
December 31, 2006. The selection of such firm is subject to ratification by the
stockholders at the Annual Meeting. Management believes that the firm is well
qualified and recommends a vote in favor of the ratification.

Representatives of Eisner LLP are expected to be present at the Annual
Meeting and will have an opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF EISNER LLP TO SERVE AS OUR INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2006. PROXIES WILL BE VOTED "FOR" THE RATIFICATION OF
THE APPOINTMENT OF EISNER LLP IF NO DIRECTION IS GIVEN IN THE PROXIES.

ANNUAL REPORT TO STOCKHOLDERS
-----------------------------

The Annual Report to Stockholders for the fiscal year ended December 31,
2005 accompanies this Proxy Statement.

STOCKHOLDER PROPOSALS
---------------------

Proposals of stockholders for possible consideration at the 2007 Annual
Meeting (expected to be held in May 2007) must be received by the Secretary of
the Company not later than January 15, 2007 to be considered for inclusion in
the proxy statement for that meeting if appropriate for consideration under
applicable securities laws. Stockholders who wish to make a proposal at the 2007
Annual Meeting-other than one that will be included in the Company's proxy
materials-must notify the Company no earlier than November 15, 2006 and no later
than March 6, 2007. If a stockholder who wishes to present a proposal fails to
notify the Company by March 6, 2007, the stockholder would not be entitled to
present the proposal at the meeting. If, however, notwithstanding the foregoing
procedure, the proposal is brought before the meeting, then under the Securities
and Exchange Commission's proxy rules the proxies solicited by management with
respect to the 2007 Annual Meeting will confer discretionary voting authority
with respect to the stockholder's proposal on the persons selected by management
to vote proxies. If a stockholder makes a timely notification, the proxies may
still exercise discretionary voting authority under circumstances consistent
with the Securities and Exchange Commission's proxy rules.

Stockholder Communications with the Board
-----------------------------------------

The Board of Directors has adopted the following procedure for stockholders
to send communications to the Board. Stockholders who wish to send
communications to directors should refer to the Company's website at:
www.u-g.com and direct those communications to Mr. Arthur M. Dresner, Chairman
of the Audit Committee, whose email address is posted there.

OTHER BUSINESS
--------------

Management of the Company knows of no business other than that referred to
in the foregoing Notice of Annual Meeting and Proxy Statement that may come
before the Annual Meeting.

By order of the Board of Directors
Robert S. Rubinger, Secretary
Dated: April 19, 2006

UNITED-GUARDIAN, INC.

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2005, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, BUT EXCLUDING EXHIBITS, TO
EACH STOCKHOLDER WHO REQUESTS THE 10-KSB IN WRITING
ADDRESSED TO ROBERT S. RUBINGER, CORPORATE SECRETARY,
UNITED-GUARDIAN, INC., P.O. BOX 18050, HAUPPAUGE, NEW YORK
11788.
15

-------------------------------------------------------------------------------
UNITED-GUARDIAN, INC.
230 Marcus Blvd. - P. 0. Box 18050 - Hauppauge, NY 11788

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dr. Alfred R. Globus and Kenneth H. Globus,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of common stock of United-Guardian, Inc. held of record by
the undersigned on March 31, 2006 at the annual meeting of stockholders to be
held on Wednesday, May 17, 2006, 10:00 a.m. local time at the Sheraton Long
Island Hotel, 110 Vanderbilt Motor Parkway, Smithtown, N.Y. 11788, or any
adjournment thereof.

Please mark, sign, date and return the proxy card promptly, using
the enclosed envelope

(Continued, and to be marked, dated and signed, on the other side)
--------------------------------------------------------------------------------
PROXY

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

1. ELECTION OF DIRECTORS.
_ _
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for |_|
(except as marked to the all nominees listed below
contrary below)

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)

Dr. Alfred R. Globus Charles W. Castanza Arthur M. Dresner
Henry P. Globus Robert S. Rubinger Lawrence F. Maietta
Kenneth H. Globus Andrew A. Boccone Christopher W. Nolan, Sr.

2. PROPOSAL TO APPROVE THE APPOINTMENT OF EISNER LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2006.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|

In their discretion, the proxies are authorized to vote upon matters
incident to the conduct of the meeting and upon such other business (which
the Board of Directors did not know, prior to making this solicitation,
would come before the meeting) as may properly come before the meeting or
any adjournment thereof.
Company ID:
Proxy Number:
Account Number:

Signature:____________________ Signature:______________________ Dated:_________

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership
please sign in partnership name by authorized person.