SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    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: November 21, 2002


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


          DELAWARE                       0-7855                   11-1719724
 ---------------------------     ----------------------          ------------
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
     of Incorporation)                                       Identification No.)


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



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

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


Item 4. Changes in Registrant's Certifying Accountant

     (a) On November 18, 2002,  the Registrant  dismissed  Grant Thornton LLP as
its independent public accountants,  effective  immediately,  and engaged Eisner
LLP to audit the Registrant's  financial statements for the year ending December
31, 2002.  The change was made by the Audit  Committee of the Board of Directors
of the Registrant,  with the unanimous  approval of the full Board of Directors.
The foregoing  change was made because the Registrant had been informed by Grant
Thornton in September  that audit fees for the upcoming year would be increasing
substantially,  and management of the Registrant believed that it could retain a
comparable certifying public accounting firm for a fee lower than what was being
proposed by Grant Thornton.  Management sought and received proposals from three
other independent public accounting firms. These proposals were submitted to the
Registrant's  Audit  Committee,  which selected Eisner as the  Registrant's  new
auditors.

     (b) Grant  Thornton's  reports on the Registrant's  consolidated  financial
statements did not contain an adverse  opinion or disclaimer of opinion and were
not qualified as to uncertainty,  audit scope, or accounting principles.  During
the Registrant's  fiscal years ended December 31, 2001 and December 31, 2000 and
subsequent  interim periods preceeding the dismissal there were no disagreements
with  Grant  Thornton  on any  matter of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreement,  if not resolved to the satisfaction of Grant Thornton, would have
caused  it to make  reference  to the  subject  matter  of the  disagreement  in
connection with its reports. During the Registrant's fiscal years ended December
31, 2001 and December 31, 2000 and the subsequent  interim period preceding such
dismissal,  there were no "reportable  events" (as that term is defined in Items
304(a)(l)(v) of Regulation S-K).

     (c) During the Registrant's two most recent fiscal years ended December 31,
2001, and December 31,2000,  and the subsequent  interim period through November
18, 2002,  the  Registrant  did not consult with Eisner LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

     (d)  The  Registrant  has  furnished  Grant  Thornton  with a  copy  of the
disclosure  contained herein to Grant Thornton and requested that Grant Thornton
furnish to the  Registrant  a letter  addressed to the  Securities  and Exchange
Commission stating whether it agrees with such disclosure. A copy of such letter
dated November 20, 2002 is filed as Exhibit 16 hereto.

Item 5.  Other Events

     On  November  15,  2002 Alan E. Katz  resigned  as a member of the Board of
Directors of the Registrant.  The resignation was  made for personal reasons and
was effective immediately.

     There were no  disagreements  with the Registrant on any matter relating to
the  Registrant's  operations,  policies,  or  practices.  Mr.  Katz'  letter of
resignation is attached to this Form 8-K as Exhibit 17.

     At its December meeting of the Board of Directors the Registrant intends to
formally  approve  the  replacement  of Mr.  Katz  with  Andrew  Boccone,  whose
appointment as replacement Director has already been verbally approved by all of
the remaining Directors of the Registrant. Upon formal approval by the Board the
Registrant  intends to issue a press release  indicating  Mr.  Boccone's  formal
appointment and his acceptance of the position.

Item 7. Exhibits

Exhibit Number                            Description
--------------       ------------------------------------------------------
       16            Letter dated November 20, 2002 from Grant Thornton LLP
                     to the Office of the Chief Accountant of the Securities
                     Exchange Commission

       17            Letter dated November 15, 2002 from Alan E. Katz indicating
                     his resignation as a Director of the Registrant.


                                  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/ Robert S. Rubinger
                                 ------------------------------------
                                 Name:  Robert S. Rubinger
                                 Title: Executive Vice President; Secretary

November 21, 2002



                                   EXHIBIT 16
                                  ------------


November 20, 2002



Securities and Exchange Commission
Washington, D.C. 20549

Re:      United-Guardian, Inc.
         Commission File No. 0-7855

Dear Sir or Madam:

     We have read Item 4 of the Form 8-K of United-Guardian, Inc. dated November
20, 2002, and agree with the statements concerning our Firm contained therein.

Very truly yours,


/s/ Grant Thornton LLP


                                  EXHIBIT 17
                                  ----------


                              November 15, 2002



Dr.  Alfred R. Globus
Chairman  of the  Board  of  Directors
United-Guardian,  Inc.
P.O.  Box  18050
Hauppauge,  New York 11788

Dear Dr. Globus:

     I hereby  tender my  resignation  as a member of the Board of  Directors of
United-Guardian,  Inc. effective today.

     My  decision  to resign  from the Board was a most  difficult  one,  having
served as a Director since early 1994. However, I recently was elected president
of the Board of  Trustees  of The Music  Conservatory  of  Westchester.  At this
juncture,  the demands of my law  practice  and my new role as  president of the
Conservatory are such that I will no longer be able to devote the time necessary
to effectively serve as a member of United Guardian's Board.

     It has been a privilege and an honor to work with you and our colleagues on
the Board during  these past eight years and to help  shepherd the growth of the
company  during this  period.  I wish you and the company  every  success in the
future.

                                        Very truly yours,


                                        /s/ Alan E. Katz
                                        ----------------------
                                        Alan E. Katz