FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Globus, Henry P.	2. Issuer Name and Ticker or Trading Symbol UNITED-GUARDIAN, INC. ("UG")		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner __ Officer (give title below) Other (specify below) ____________________________
1. Name and Address of Reporting Person* Hiltunen, Peter A.	2. Issuer Name and Ticker or Trading Symbol UNITED-GUARDIAN, INC. ("UG")		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ Director __ 10% Owner X Officer (give title below) __ Other (specify below) Vice President
(Last) (First) (Middle) 12964 E. Sahuaro Drive	3. I.R.S. Identification Numberof Reporting Person, if an entity (voluntary)	4. Statement forMonth/Day/Year January, 2003
(Last) (First) (Middle) 14 Barker Drive	3. I.R.S. Identification Numberof Reporting Person, if an entity (voluntary)	4. Statement forMonth/Day/Year January, 2003
(Street) Scottsdale, AZ 85259		5. If Amendment,Date of Original(Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person __ Form filed by More than One Reporting Person
(Street) Stony Brook, NY 11790		5. If Amendment,Date of Original(Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person __ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	Code	V	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security(Instr. 3)

2. Conver-sion or Exercise Price of Derivative Security

3. Trans-action Date(Month/Day/Year)

3A. Deemed ExecutionDate,if any (Month/Day/Year)

4. Trans-actionCode(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)(Instr. 3, 4 & 5)

6. Date Exercisableand ExpirationDate(Month/Day/Year)

7. Title and Amount of Underlying Securities(Instr. 3 & 4)

8. Price of Derivative Security(Instr. 5)

9. Number ofDerivativeSecuritiesBeneficiallyOwnedFollowing Reported Transaction(s) (Instr. 4)

10. Owner-ship Formof Deriv-ativeSecurity:Direct (D)or Indirect (I)(Instr. 4)

11. Nature of Indirect Beneficial Ownership(Instr. 4)

Code

(A)

(D)

Date Exercisable

ExpirationDate

Title

Amount or Number ofShares

StockOption

$ 3.51

1/1415/03

41,~~000~~600

12/6/0302

12/6/0712

Common Stock

41,~~000~~600

64,~~000~~600

Explanation of Responses:

By: /s/ ~~Henry~~Peter PA. ~~Globus~~Hiltunen by Ken Globus, Attorney-in-fact **Signature of Reporting Person January 1415, 2003 _____________ Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

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