SecProbe.io

Mail Stop 6010

        August 23, 2007

Bernard Berk
Chief Executive Officer
Elite Pharmaceuticals, Inc.
165 Ludlow Avenue
Northvale, NJ 07647

 Re: Elite Pharmaceuticals, Inc.
  Registration Statement on Form S-3
  Filed August 16, 2007
  File No. 333-145502

Dear Mr. Berk:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-3

General

1. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securitie s underlying the preferred sh ares and warrants that you
have registered for resale (using the number of underl ying securities that you have
registered for resale and the market pri ce per share for those securities on the date
of the sale of the preferred shares and warrants).

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 2
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.  Please do not include any shares to be issued upon the conversion of the preferred stock in this disclosure.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the preferred stock and warrants and the total possible payments to  all selling shareholders and any of
their affiliates in the first year following the sale of preferred stock and warrants.

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the preferred stock and
warrants, presented in a table with  the following information disclosed
separately:

• the market price per share of the s ecurities underlying the preferred stock
and warrants on the date of the sale of the preferred stock and warrants;

• the conversion/exercise price per shar e of the underlying securities on the
date of the sale of the preferred stock and warrants, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share established in the purchase and sale agreement; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on discount rate and the market
rate per share on the date of the sale of the preferred stock and warrants and determine the conversion price per share as of that date;

• the total possible shares underlying the preferred stock and warrants (assuming no cash dividend payments, co mplete conversion of the shares
of preferred stock and complete  exercise of the warrants);

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 3
• the combined market price of the total number of shares underlying the
preferred stock and warrants, calculated by using the market price per share on the date of the sale of th e preferred stock and warrants and the
total possible shares underlying th e preferred stock and warrants;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
preferred stock and warrants calculat ed by using the conversion/exercise
price on the date of the sale of th e preferred stock and warrants and the
total possible number of shares the selling shareholders may receive; and

• the total possible discount to the market price as of the date of the sale of the preferred stock and warrants, calculated by subtracting the total
conversion/exercise price on the date of  the sale of the preferred stock and
warrants from the combined market price of the total number of shares underlying the preferred stock and warrants on that date.

If there are provisions in th e certificate of de signation of preferences, rights and
limitations of Series C or in the warrant that could result in a change in the price per share upon the occurrence of certain events, please provide  additional tabular
disclosure as appropriate.  For example, if the conversion/exercise price per share
is fixed unless and until the market price fa lls below a stated price, at which point
the conversion price per share drops to a lower price, please provide additional
disclosure.

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information
disclosed separately:

• market price per share of the underlying securities on the date of the sale
of that other security;

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per sh are is set at a fixed price, use the
price per share on the date of the sale of that ot her security; and

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 4
- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversi on/exercise discount rate and the
market rate per share on the date of the sale of that other security and
determine the conversion price per share as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and
the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of underlying shares on that date.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the issuer in the private placement
transaction;

• all payments that have been made or that may be required to be made by the issuer that are disclosed in response to comment 2;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the pref erred stock and warrants
issued in the private placement and any other warrants, options, notes, or other
securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comments 3 and 4.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments as
disclosed in response to comment 2 and th e total possible discount to the market

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 5
price of the shares underlyi ng the preferred stock and warrants as disclosed in
response to comment 3 divided by the net proceeds to the issuer from the sale of
the preferred stock and warrants, as well as the amount of that resulting
percentage averaged over th e term of the warrants.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;

• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;

• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction (assuming full issuance), with the percentage
calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling shareholders,
affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued  or issuable in connection with the
applicable transaction;

• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 6
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to the private placement transaction that are held by persons other than the selling shareholders, affiliates of the company, and affiliates of  the selling shareholders;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;

• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities,
options, or warrants.

8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:

• whether the issuer has the intention, and a reasonable  basis to believe that
it will have the financial ability, to  make all payments and dividends on
the overlying securities; and

• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s stock, the following additional information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the date  of the announcement of the private
placement transaction and the filing of the registration statement ( e.g.,

Bernard Berk
Elite Pharmaceuticals, Inc. August 23, 2007 Page 7
before or after the announcement of  the private placement transaction,
before the filing or after the filing of  the registration statement, etc.).

9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have existed in the past three years or  are to be performed in the future
between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders , or any person with whom any selling
shareholder has a contractual relationsh ip regarding the transaction (or any
predecessors of those persons) – the in formation provided should include, in
reasonable detail, a complete descripti on of the rights and obligations of the
parties in connection with the sale of  the preferred stock and warrants; and

• copies of all agreements between the issuer (or any of its predecessors) and
the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling share holder has a contractual relationship
regarding the transaction (or any predece ssors of those persons) in connection
with the sale of the prefe rred stock and warrants.

If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those pa rties are included as exhibits to the
registration statement, please provide us with confirmation of your view in this
regard.

10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which the co mpany determined the number of shares
it seeks to register in connection with this registration statement.  In this regard, please ensure that the number of shares registered in the fee table is consistent
with the shares listed in the “Selling Shareholders” section of the prospectus.

11. With respect to the shares to be offered for resale by each se lling security holder
that is a legal entity, plea se disclose the natural pers on or persons who exercise
the sole or shared voting and/or dispositive powers with respect to the shares to be
offered by that shareholder.

12. We note that you are registering the sale of up to 4,220,122 shares of common
stock.  We also note that you register ed for resale up to 12,786,753 shares of
common stock for many of the same sell ing shareholders in the registration
statement filed on 5/24/07.  Given the size relative to the number of shares
outstanding held by no