SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010           February 25, 2009  Mr. Mark I. Gittelman Elite Pharmaceuticals, Inc.  Chief Financial Officer and Treasurer 165 Ludlow Avenue Northvale, New Jersey 07647

Re: Elite Pharmaceuticals, Inc.  Item 4.01 Form 8-K
Filed February 19, 2009
 File 001-15697

Dear Mr. Gittelman

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 more information so we may
better understand your disclosure.  After re viewing this 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.
 1. It appears that a change in accountan t took place on January 1, 2009, the date
Miller, Ellin & Company, LLP, merged its  practice into the practice of Rosen
Seymour Shapss Martin & Company LLP.  T hus so being, it appears an Item 4.01
8-K was not filed within 4 business days of the date of the dismissal of your
former auditors.  Please note that this delinquency may impa ct your eligibility
requirements for filing on Form S-3.

Mr. Mark I. Gittelman
Elite Pharmaceuticals, Inc.  February 25, 2009 Page 2
 2. Please amend your filing to provide all th e disclosure required by Item 304(a)(1)
of Regulation S-K.
 3. With respect to the second paragraph,  please amend your filing to more fully
comply with Item 304(a)(2) by addressing the following:

a. Your reference to the “Prior to the merger” in the second paragraph is too
vague.  Please amend your filing to explicitly state whether, during your
past two fiscal years through the da te of engagement (January 1, 2009),
you consulted Rosen Seymour Shapss Martin & Company LLP, LLP regarding any of the matte rs outlined in Item 304(a)(2) of Regulation S-B.
b. Explicitly state whether the newly engaged accountants were consulted
regarding the applicat ion of accounting princi ples to a specified
transaction, either completed or proposed.
c. Explicitly state whether the newly engaged accountants were consulted
regarding the type of audit opini on that might be rendered on the
registrant's financial statements, a nd either a written report was provided
to the registrant or oral advice was provided that the new accountant
concluded was an important factor cons idered by the registrant in reaching
a decision as to the accounting, auditi ng or financial reporting issue.
d. Explicitly state whether the newly engaged accountants were consulted
regarding any matter that was either  the subject of a disagreement (as
defined in paragraph 304(a )(1)(iv) and the related instructions to this item)
or a reportable event (as described in paragraph 3 04(a)(1)(v)).  The current
disclosure does not clarify whether the newly engaged accountants were consulted regarding reportable events.
 4. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, Miller, Ellin & Company, LLP, as required by Item
304(a)(3) of Regulation S-K. Please ensure  that your former accountants sign and
date their letter.
*    *    *    *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide 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 information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments 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 to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. Mark I. Gittelman
Elite Pharmaceuticals, Inc.  February 25, 2009 Page 3
 investors require for an informed invest ment 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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.

If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t