Edgar Filing: UNITED GUARDIAN INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

SCHEDULE 14-A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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)

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[X] No fee required.

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[ ] Fee paid previously with preliminary materials.

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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 16, 2007
-----------------------

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 16, 2007 at 10:00 A.M. local time, for the following
purposes:

1. To elect eight (8) 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 Registered Public Accounting Firm for the fiscal
year ending December 31, 2007; 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 30, 2007 are
entitled to notice of and to vote at the meeting.

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

Dated: April 20, 2007

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 16, 2007, 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 20, 2007.

SOLICITATION OF PROXIES

The persons named as proxies are Kenneth H. Globus and Robert S. Rubinger.

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 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 Registered Public Accounting Firm for
the fiscal year ending December 31, 2007.

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,
facsimile, 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 30, 2007, will be
entitled to notice of and to vote at the Annual Meeting. On March 30, 2007,
there were 4,942,539 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 eight (8) 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 Registered Public Accounting
Firm for the fiscal year ending December 31, 2007.

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 eight 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 Registered Public Accounting Firm for the fiscal
year ending December 31, 2007, will have the effect of a vote against
ratification.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
NAMED. IF NO DIRECTION IS GIVEN IN A PROXY, SHARES REPRESENTED BY SUCH PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES NAMED.

Security Ownership of Certain Beneficial Owners

The following table sets forth the shares of the Company's Common Stock,
par value $.10 per share (the only class of stock issued and outstanding), owned
beneficially by each person who, as of March 1, 2007, is known by the Company to
have owned beneficially more than 5% of the outstanding Common Stock.

Name and Address of Amount and Nature
Beneficial Owner of Beneficial Ownership Percent of Class
-------------------- ------------------- ----------------
Dr. Alfred R. Globus 1,281,484 (1) 25.9%
26-53 210th Street
Bayside, NY 11360

Kenneth H. Globus 790,553 (2) 16.0%
19 McCulloch Dr.
Dix Hills, NY 11746

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

Banque Carnegie Luxembourg S.A.
Carnegie Fund Management Company S.A.
Centre Europe, 5, Place de la Gare
L-1616 Luxembourg City, Luxembourg
& 266,905 (3) 5.4%
D Carnegie & Co AB
Carnegie Investment Bank AB
Vastra Tradgardsgatan 15
SE-103 38, Stockholm, Sweden

(1) Includes 1,237,240 shares held directly and 44,244 held beneficially as
follows: 14,966 shares owned by the Foundation for Science and Theology
Inc. of which Dr. Globus is President and Director; 28,500 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 515,853 shares held directly and 274,700 held beneficially as
follows: 214,900 as Trustee; and 59,800 held by his 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, 2007, 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.

Amount and Nature
Name of Beneficial Owner of Beneficial Ownership Percent of Class
------------------------ ----------------------- ----------------
Dr. Alfred R. Globus 1,281,484 (1) 25.9%
Henry P. Globus 940 *
Robert S. Rubinger 5,137 *
Kenneth H. Globus 790,553 (2) 16.0%
Lawrence F. Maietta 4,000 *
Arthur M. Dresner 9,000 *
Andrew A. Boccone 0 *
Christopher W. Nolan, Sr. 0 *
Charles W. Castanza 7,200 *

All Officers and Directors

as a group (13 persons) 2,115,360 (1)(2)(3) 42.8%

* Less than one percent (1%)

(2) Includes 515,853 shares held directly and 274,700 held beneficially as
follows: 214,900 as Trustee; and 59,800 held by his wife.

(3) Includes options exercisable within 60 days of March 1, 2007, to purchase
2,600 shares by two Officers who are not Directors.

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

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

Eight 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.

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

Dr. Alfred R. Globus 86 From 1942 to date, Chairman of the Board and Director of Research, 1942
Chairman of the Board of from 1988 to December 2006 C.E.O., and from 1942 until 1988,
Directors and Director President.
of Research

Henry P. Globus 84 From July 1988 to date, business consultant. For more than five 1947
years prior thereto, Executive Vice President of the Company.

Robert S. Rubinger 64 From July 1988 to date, Executive Vice President and Secretary, 1982
Treasurer from May 1994 to May 2004, and Chief Financial Officer from
December 2006 to date.

Kenneth H. Globus 55 From July 1988 to date, President and General Counsel of the 1984
Company. Chief Financial Officer from November 1997 to December 2006.

Lawrence F. Maietta 49 Partner in the accounting firm of Bonamassa, Maietta & Cartelli, 1994
LLP, Brooklyn, NY, since October 1991. Controller of the Company from
October 1991 to November 1997.

Arthur M. Dresner 65 Partner in the law firm of Reed Smith, LLP, New York, NY since 1997
January 2003 and engaged as "Of Counsel" to that firm from June 1998
to January 2003. For more than five years prior thereto, a Vice
President in corporate development and general management of
International Specialty Products Inc., Wayne, N.J.

Andrew A. Boccone 61 Independent business consultant. From 1990 until his retirement in 2002
2001, President of Kline & Company, Inc., Little Falls, NJ, an
international business consulting and market research firm.

Christopher W. Nolan, Sr 42 Managing Director since March 2006 and Executive Director (2002 to 2005
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. 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
--------------------------------------------

Name and Position

with the Company Age Principal Occupation During the Past Five Years
--------------------------- ----- ---------------------------------------------------------------------------------

Dr. Alfred R. Globus 86 From 1942 to date, Chairman of the Board and Director of Research, from 1988 to
Chairman of the Board of December 2006 C.E.O., and from 1942 until 1988 President of the Company.
Directors and Director of
Research

Kenneth H. Globus 55 From July 1988 to date, President and General Counsel of the Company. Chief
President, General Counsel and Financial Officer from November 1997 to December 2006.
Director

Robert S. Rubinger 64 From July 1988 to date, Executive Vice President and Secretary of the Company.
Executive Vice Treasurer of the Company from May 1994 to May 2004. Chief Financial Officer
President, Secretary, Chief from December 2006 to date.
Financial Officer
and Director

Charles W. Castanza 74 From March 2000 to date, Senior Vice President of the Company. For more than 5
Senior Vice President years prior thereto, Operations Manager of Chemicals & Pharmaceuticals of the
Company. A director of the Company from 1982 to 2006.

Derek Hampson 67 From October 1987 to date, Vice President of the Company. Since 1971 Manager of
Vice President the Company's Eastern Chemical Corp subsidiary.

Joseph J. Vernice 48 From February 1995 to date, Vice President of the Company. Since 1988 Manager of
Vice President Research & Development and since 1991 Director of Technical Services of the
Company.

Peter A. Hiltunen 48 From July 2002 to date, Vice President of the Company. Since 1982 Production
Vice President Manager for the Company.

Cecile M. Brophy 58 From May 2004 to date, Treasurer of the Company. From November 1997 to date,
Treasurer and 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,
2006 and (ii) any written representations signed by reporting persons that no
Form 5 is required, 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, 2006.

Director Meetings

During the fiscal year ended December 31, 2006, the Board of Directors held
four meetings. Five of the Directors attended all four meetings. Dr. Alfred R.
Globus was absent for two meetings and Messrs. Henry P. Globus and Arthur M.
Dresner each was absent for one meeting.

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 Messrs. 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 financial expert, however, Christopher W. Nolan, Sr. is considered
financially sophisticated as defined by the AMEX Company Guide, and Lawrence F.
Maietta, a Certified Public Accountant and former member of the Audit Committee,
acts as an advisor to the Audit Committee. Mr. Maietta is independent as that
term is defined by the listing standards of the American Stock Exchange but is
not independent as defined by the Securities Exchange Act of 1934. 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 did not justify recruiting one,
considering Mr. Maietta's presence as an advisor. There were four meetings in
the fiscal year ended December 31, 2006. In September 2006, the Board of
Directors approved and adopted a revised Audit Committee Charter. The Charter is
available on the Company's website at: www.u-g.com/corporate

During the fiscal year ended December 31, 2006, the independent directors
of the Company, Messrs. Lawrence F. Maietta, Arthur M. Dresner, Andrew A.
Boccone, and Christopher W. Nolan, Sr., held one meeting in executive session
without the presence of non-independent directors and management in accordance
with Section 802(b) of the AMEX Company Guide. All of the independent directors
were present at the meeting. No fee was paid to such directors for this 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. There were no Stock Option Committee meetings during the fiscal year
ended December 31, 2006.

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. The Compensation Committee does not have a
charter. 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 2006.

The Compensation Committee targets a total dollar amount to be allocated in
the form of bonuses to all employees for the ensuing year, based upon
performance reviews. It also sets the specific bonus to be paid to each officer
and key employee. These bonuses are not added to the salary of each individual.
They are paid as a one-time cash bonus in July of each year. In addition, the
Committee recommends the amount of any cost of living increase for all employees
based upon U.S. Department of Labor statistics for the prior year.

The Compensation Committee does not set compensation of Directors. Instead,
the full Board of Directors acts on recommendations made by the independent
Directors. In its review of compensation of Directors the Board considers
various factors, such as compensation of Directors in other public companies of
a similar size, the time spent by Board and Committee members in their service
to the Company, and recent changes that may result in an increase or decrease in
the responsibilities or time commitment of a Board and Committee member.

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 four directors are now considered independent. They are
Messrs. Lawrence F. Maietta, 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 2006 six Directors attended the Annual Meeting of stockholders. Dr.
Alfred R. Globus and Arthur M. Dresner were absent. Historically, all of the
Directors have attended the Annual Meeting. There had been only one absence at
the Annual Meeting in the fourteen years prior to 2006.

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 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, 2006, 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 of the Securities and Exchange Commission and
the Public Company Accounting Oversight Board, 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, 2006, be included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 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 that were billed by Eisner LLP to the Company for the
review and audit of the Company's financial statements for FY-2006, including
its quarterly reports on Form 10-QSB and its annual report on Form 10-KSB, were
approximately $68,150 (including out of pocket expenses). The aggregate fees
paid to Eisner LLP by the Company for the review and audit of the Company's
quarterly and annual financial statements for FY-2005 were approximately $62,650
(including out of pocket expenses).

Audit-Related Fees

During FY-2006 there were no payments to Eisner LLP related to the
Company's compliance with section 404 of the Sarbanes-Oxley Act ("SOX"). During
FY-2005 Eisner LLP billed the Company $2,972 for fees related to its review of
the Company's compliance with SOX. 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 for professional services rendered for 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.

All of the services described above were approved by the Audit Committee.
Accordingly, none of such services were approved pursuant to pre-approval
procedures or permitted waivers thereof.

Pre-approval Policies for Audit Services

Engagement of accounting services by the Company is not made pursuant to
any pre-approval policies or procedures. Rather, the Company believes that its
accounting firm is independent. Accordingly, for the foregoing reason, all
accounting firm engagements by the Company are approved by the Company's Audit
Committee prior to any such engagement.

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 recommendationto 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 year ended December 31, 2006 certain
information concerning the compensation paid or accrued to our named executive
officers:

Name and Year Salary Bonus Stock Option Non-Equity Nonqualified All Other Total
Principal * ($) ($) Awards Awards Incentive Plan Deferred Compensation ($)
Position ($) ($) Compensation Compensation ($)
-------- ($) Earnings
($)

Alfred R.
Globus, 2006 138,189 7,000 - - - - - 145,189
Chairman of the (3)
Board (1)
----------------- -------- ----------- ---------- ----------- ----------- ------------ ---------------- ----------- -----------
Kenneth H. - - - -
Globus, 2006 218,248 53,000 - - - - 7,536(2) 278,784
President (3) - - - -
----------------- -------- ----------- ---------- ----------- ----------- ------------ ---------------- ----------- -----------
Robert S. - - - -
Rubinger, Exec. 2006 143,675 12,750 - - - - 4,517(2) 160,962
V.P. and C.F.O. (3) - - - -
----------------- -------- ----------- ---------- ----------- ----------- ------------ ---------------- ----------- -----------
Charles W.
Castanza, 2006 123,884 11,200 - - - - 3,873(2) 138,957
Senior V.P. (3)
----------------- -------- ----------- ---------- ----------- ----------- ------------ ---------------- ----------- -----------

* Year ended on December 31 of such year.

(1) Served as Chief Executive Officer until December 18, 2006 at which time he
resigned from that position.

(2) In the fiscal year ended December 31, 2006, 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. These
amounts represent the Company's contribution for the year.

(3) Includes paid director fees of $1,000 each to Alfred R. Globus and Charles
W. Castanza, and $3,000 each to Kenneth H. Globus and Robert S. Rubinger
($1,000 for each meeting attended prior to October 1, 2006).

Pension Plan

The Company sponsors a defined benefit Pension Plan for all of its full
time employees. The Plan provides for a maximum benefit at age 65 based on 1% of
pay (the 5 consecutive years in the last ten years of service which give the
highest average pay) times years of service to a maximum of 30% of pay for 30
years of service. Vesting begins at 20% after 3 years of service and increases
20% per year to 100% vesting after 7 years of service.

All of the persons named in the Summary Compensation Table above
participate in the Plan and are 100% vested. Kenneth H. Globus has over 23 years
of credited service and Alfred R. Globus, Robert S. Rubinger and Charles W.
Castanza all have over 30 years of credited service (the maximum under the
Plan). Both Alfred R. Globus and Charles W. Castanza are over age 65 and have
taken their primary benefit under the Plan. They accrue additional benefits
during their continuing employment.

Stock Options

During the fiscal year ended December 31, 2006 the Company did not grant
any options to purchase Common Stock under either the 2004 Stock Option Plan or
under the now expired 1993 Employee Incentive Stock Option Plan and
Non-Statutory Stock Option Plan for Directors. In addition, there were no stock
options exercised during the fiscal year ended December 31, 2006, nor are there
any options exercisable or unexercisable by the persons named in the Summary
Compensation Table above, as of December 31, 2006.

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

Director Compensation Table

Effective October 1, 2006, the Board of Directors adopted revised director
fees. Prior to October 1, 2006, Directors who were not employees of the Company
received a fee of $1,500 for each meeting attended, and Directors who were
employees received a fee of $1,000 for each meeting attended. Beginning October
1, 2006, Directors who are not employees of the Company each receive an annual
retainer of $8,000 (paid quarterly) and a fee of $1,500 for each Board of
Directors meeting attended. Directors who are employees of the Company now
receive no separate compensation for their service as directors. Audit Committee
members and Mr. Lawrence F. Maietta, as an adviser to the Committee, now each
receive a fee of $1,250 for the Annual Committee Meeting and $750 for each
quarterly meeting, an increase of $250 per meeting. The Audit Committee Chairman
receives an additional $1,250 for the Annual Committee Meeting and an additional
$750 for each quarterly meeting. Prior to October 1, 2006, the Chairman received
an additional $500 per meeting. The Committee Secretary receives an additional
$250 for each meeting, an increase of $150 per meeting. Compensation Committee
members each receive a fee of $1,000 for attending each meeting (no change in
fees). No fees are paid for Stock Option Committee meetings.

The following table sets forth for the fiscal year ended December 31, 2006
certain information concerning the compensation paid to Directors of the Company
who are not named executive officers:

Name Fees Earned Stock Option Non-Equity Nonqualified All Other Total
or Paid in Awards Awards Incentive Deferred Compen- ($)
Cash ($) ($) ($) Plan Compen- sation
Compen- sation ($)
sation Earnings
($) ($)

-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- --------
Henry P. Globus 6,500 - - - - 20,352 (1) 26,852
-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- -------
Lawrence F. Maietta 11,750 - - - - 9,000 (2) 20,750
-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- -------
Arthur M. Dresner 12,500 - - - - - 12,500
-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- -------
Andrew A. Boccone 12,300 - - - - - 12,300
-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- -------
Christopher W. Nolan, Sr. 10,750 - - - - - 10,750
-------------------------------- ----------------- -------- -------- ----------- ------------- -------------- -------

(1) Consulting fee in accordance with a post-retirement agreement.

(2) Accounting consulting fee for reviewing quarterly and annual financial
statements.

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

The firm of Eisner LLP, Independent Registered Public Accounting Firm, 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, 2007. 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, 2007. 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,
2006 accompanies this Proxy Statement. The Annual Report contains financial and
other information about the Company, but is not incorporated into this Proxy
Statement and is not deemed to be a part of the proxy soliciting material.

STOCKHOLDER PROPOSALS

Proposals of stockholders for possible consideration at the 2008 Annual
Meeting (expected to be held in May 2008) must be received by the Secretary of
the Company not later than January 15, 2008 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 2008
Annual Meeting-other than one that will be included in the Company's proxy
materials-must notify the Secretary of the Company no later than March 4, 2008.
If a stockholder who wishes to present a proposal fails to notify the Company by
March 4, 2008, 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
2008 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 20, 2007

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, 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.

-------------------------------------------------------------------------------
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 Kenneth H. Globus and Robert S. Rubinger,
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 30, 2007 at the annual meeting of stockholders to be
held on Wednesday, May 16, 2007, 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.

Please Mark +---+
Your Votes | X |
Like This +---+

1. ELECTION OF DIRECTORS. FOR all WITHHOLD
nominees AUTHORITY
(INSTRUCTION: TO WITHHOLD AUTHORITY listed to to vote
TO VOTE FOR ANY INDIVIDUAL NOMINEE, the left for all
STRIKE A LINE THROUGH THE NOMINEE'S (except as nominees
NAME BELOW.) marked to listed
the contrary to the
Dr. Alfred R. Globus Lawrence F. Maietta to the left left
Henry P. Globus Arthur M. Dresner _ _
Robert S. Rubinger Andrew A. Boccone |_| |_|
Kenneth H. Globus Christopher W. Nolan, Sr.

2. PROPOSAL TO RATIFY THE APPOINTMENT
OF EISNER LLP AS THE INDEPENDENT FOR AGAINST ABSTAIN
PUBLIC ACCOUNTANTS OF THE COMPANY _ _ _
FOR THE FISCAL YEAR ENDING |_| |_| |_|
DECEMBER 31, 2007.

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.

(continued on reverse side)

Company ID:

Proxy Number:

Account Number:

Signature:____________________ Signature:__________________ Dated:_______, 2007

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.