SecProbe.io

Mail Stop 0610     November 17, 2008
 Mr. Mark I. Gittelman Chief Financial Officer and Secretary Elite Pharmaceuticals, Inc. 165 Ludlow Avenue Northvale, New Jersey 07647  Re: Elite Pharmaceuticals, Inc.  Preliminary proxy statemen t filed November 13, 2008
 File No. 1-15697  Dear Mr. Gittelman:
We have reviewed your filing solely with  respect to the matters raised in the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed 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.  After 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 1:  Approval and ratification of  Series D preferre d stock financing.

1. Please expand the discussion to  describe the conversion fe atures of the series B
and series C preferred stock and rela ted warrants and how these terms may
compare and/or differ from those of the series D preferred stock and related
warrants.

Proposal 2.  Approval of amendment to the cert ificate of incorporat ion to increase the
number of authorized shares of common stock from 150,000,000 to 210,000,000.

2. Please expand the discussion clarify wh ether you currently have sufficient
authorized shares of common stock for the issuance of common stock upon
conversion of series B, series C, and seri es D preferred stock and the exercise of
related warrants.  Please quantify the numb er of shares required for such purposes

and, if applicable, the number of shares that are available currently for issuance
after the conversion and exercise.

3. We note the statement that you do not curren tly have sufficient authorized shares
of common stock to enable you to pay di vidends in shares of common stock on
the series D preferred shares.  Please  expand the discussion to quantify the
number of common shares required to pay such dividends and the current
shortfall.

4. We note the statement on page 18 that you “currently do not have any definitive
terms with respect to any plan, comm itment, arrangement, understanding or
agreement, either oral or written, re garding the issuance of Common Stock or
securities convertible, exchangeable or exercisable for shares of Common Stock,
subsequent to the increase in the numbe r of available authorized shares of
Common Stock.”  Please rec oncile this statement with  the reasons provided for
the proposed increase in the number of authorized shares of common stock and
the discussion under the section “Conse quences if Stockholder Approval of
Proposal 2 is Not Obtained” on page 18.  We may have additional comments.

Filing and Other Information, page 23

5. Please confirm that the documents incorpor ated by reference, namely your Form
10-K and your subsequently filed Forms 10-Q, will be delivered to shareholders with the proxy statement.
 Form of Proxy

6. We note you are requesting the appointment  of Messrs. Berk and Gittelman to
vote proxies submitted by your shareholders.  We also note that, based on your Form 8-K for November 6, 2008, Mr. Berk is  apparently no longer affiliated with
the registrant.  Please confirm that you stil l intend to empower Mr. Berk with the
authority to vote proxies and the meeting described in the proxy statement.  We
may have additional comments.

* * * * *

 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 letter s 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
    cc: Scott H. Rosenblatt, Esq.       Reitler, Brown & Rosenblatt LLC       800 Third Avenue, 21
st Floor
      New York, New York 10022-7604