SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


      Date of report (Date of earliest event reported): May 20, 2005


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


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


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



Registrant's telephone number, including area code: (631) 273-0900
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                                 Not Applicable
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          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

      _
     [_] Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)
      _
     [_] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)
      _
     [_] Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b)
      _
     [_] Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c)

       
Item 8.01 - Other Events
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     On May 20, 2005,  United-Guardian,  Inc. issued a press release  announcing
that its Board of Directors  had  declared a special  cash  dividend of $.25 per
share to all  stockholders  of record as of June 1, 2005,  to be payable on June
15,  2005.  A copy of that press  release is  furnished  as Exhibit 99.1 to this
report.


ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
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  (c) Exhibits

      Exhibit Number       Exhibit
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      99.1                 Press Release dated May 20, 2005.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   UNITED-GUARDIAN, INC.
 
                                                   By:/s/ Kenneth H. Globus
                                                      ---------------------
                                                   Name:  Kenneth H. Globus
                                                   Title: President

May 20, 2005