SecProbe.io

April  17, 2014

Via E -mail
Mr. Nasrat Hakim
Chief Executive Officer
Elite  Pharmaceuticals , Inc.
165 Ludlow Avenue
Northvale, New Jersey 07647

Re: Elite  Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  April 1 5, 201 4
  File No.  333-195265

Dear Mr. Hakim :

We have limited our review of your registration statement to the issue s we have
addressed in our comment s.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Registration Statement on Form S -3

1. We note that you do not appear eligible to use Form S -3 for this offering pursuant to
General Instruction I.A.5  to Form S -3.  Please either convert  your registration statement
to Form  S-1 or provide an analysis as to your eligibility to use Form S -3 in light  of your
stated default under the NJEDA bonds.

Pending Confidential Treatment Application

2. It appears that you have  a pending request for confidential treatment  in connection with
an application filed November 18, 2013.  We are currently processing this request and
will issue comments, if any, to you in a separate letter.   Please be advised that we will not
be in a position to consider a request for acceleration of e ffectiveness of the registration
statement until we resolve all issues concerning the confidential treatment request.

Mr. Nasrat Hakim
Elite  Pharmaceuticals, Inc.
April  17, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment s, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Krug  at (202) 551 -3262 , Dan Greenspan, Branch Chief, at (202)
551-3623,  or me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Richard Feiner , Esq.