SecProbe.io

Mail Stop 0610     May 1, 2008

 Mr. Bernard Berk President and Chief Executive Officer Elite Pharmaceuticals, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647  Re: Elite Pharmaceuticals, Inc.  Preliminary proxy statement filed April 29, 2008   File No. 1-15697  Dear Mr. Berk:
  We have reviewed your filing solely with  respect to the proposed increase in the
number of authorized shares of common st ock 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 provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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.
 Proposal 2:  Approval of amendmen t to certificate of incorporation

1. Please expand the discussion to state wh ether you have any plan, commitment,
arrangement, understanding or agreement, either oral or written, regarding the
issuance of common stock subsequent to th e increase in the number of available
authorized shares.

* * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact John L. Krug at (2 02) 551-3862, Senior Counsel, Suzanne
Hayes, Branch Chief, at (202) 551-3675, or me at (202) 551-3715 if you have any
questions.
Sincerely,   Jeffrey Riedler Assistant Director