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Mail Stop 6010          January 10, 2008   Bernard Berk Chief Executive Officer Elite Pharmaceuticals, Inc. 165 Ludlow Avenue Northvale, NJ 07647
 Re: Elite Pharmaceuticals, Inc.
  Registration Statement on Form S-3/A
  Filed January 2, 2008
  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.
 Supplemental Information Regarding the Ju ly Private Placements and the Selling
Stockholders, page 14
 Potential Payments Required During Initial Year, page 18

1. We note that there is no reference to f ootnote 1 in the table.  Please revise
accordingly.

2. Please revise footnote 2 on page 19 to st ate that the dividend payments on the
stock will increase to 15% per annum on April 24, 2009.

Bernard Berk
Elite Pharmaceuticals, Inc. January 10, 2008 Page 2

3. It appears from your disclosure on page 15 and in footnote 3 on page 20 that the company is currently incurring liquidated damages.  Please revise footnotes 3, 4
and 5 on page 20 to also state the amount  of liquidated damages which you have
incurred to date.
 Potential Profit, page 21

4. We note your response to comment 3.  Pl ease revise the table on page 22 to
include a column disclosing the total possi ble discount to the ma rket price as of
the date of the sale of the preferred st ock and warrants, calc ulated by subtracting
the total conversion/exercise price on the date of the sale of preferred warrants from the combined market price of the total number of shares underlying the preferred stock and warrants on that date.

5. We note your response to comment 4.  Pl ease revise the table on page 23 to
disclose the shares issuable, market price and total possible profit relating to other
warrants, options, notes, or other securi ties of the issuer held by the selling
shareholders, as opposed to including the sh ares being registered in this offering.
 Analysis of Payments in Relation to Net O ffering Proceeds and Combined Total Profits,
page 26

6. Please revise the heading of the third column in the table on page 27 which
currently states “Net Proceeds” to  state “Net Proceeds to Company.”

* * *

Bernard Berk
Elite Pharmaceuticals, Inc. January 10, 2008 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  You may contact Jennifer Ri egel at (202) 551-3575 or me at (202) 551-3715 with
any other questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Scott H. Rosenblatt, Esq.
Gary M. Emmanuel, Esq. Reitler Brown & Rosenblatt, LLC 800 Third Avenue, 21st Floor
New York, New York 10022-4611