SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 2, 2008

Jeffrey Riedler
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Mail Stop 0610
Washington, DC 20549

RE:      ELITE PHARMACEUTICALS, INC.
         PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3
         FILED AUGUST 16, 2007
         FILE NO. 333-145502

Dear Mr. Riedler:

         On  behalf of our  client,  Elite  Pharmaceuticals,  Inc.,  a  Delaware
corporation  (the  "COMPANY"),  we transmit  simultaneously  herewith for filing
under the Securities Act of 1933, as amended (the "EXCHANGE  ACT"),  by means of
the Electronic Data Gathering,  Analysis,  and Retrieval  system,  Pre-Effective
Amendment No. 1 ("AMENDMENT NO. 1") to Registration  Statement on Form S-3 (File
No. 333-145502) (the "REGISTRATION  STATEMENT"),  together with certain exhibits
thereto.  All capitalized  terms used, but not otherwise  defined,  herein shall
have the respective definitions assigned thereto in Amendment No. 1.

         The Company  wishes to bring to the  attention of the staff that,  as a
preliminary  matter,  the  Registration  Statement has been amended to eliminate
therefrom  the  resale  of all  securities  held by  selling  stockholders  (the
"EXCLUDED SELLING  STOCKHOLDERS")  the securities of which (or the securities of
the affiliates of which) were included in the Registration Statement on Form S-3
(Registration No. 333-143246) (the "PRIOR REGISTRATION"). Accordingly, Amendment
No. 1 includes  solely the resale of  securities  of  investors  (the  "INCLUDED
SELLING  STOCKHOLDERS")  in the Series C  Preferred  Stock of the  Company  (the
"SERIES C STOCK") and related  warrants (the "WARRANTS") that were not included,
and the affiliates of which were not included, in the Prior Registration.

         We are in receipt of the letter,  dated  August 23, 2007 (the  "COMMENT
LETTER"),  from  Jeffrey  Riedler,  Assistant  Director,  Division of  Corporate
Finance  of  the  Securities  and  Exchange  Commission,  with  respect  to  the
Registration Statement.  Set forth below are the comments of the staff set forth
in the Comment  Letter (in italics),  together with the responses of the Company
to such comments, numbered to correspond to the numbering in the Comment Letter.
Information requested by the staff has generally been provided by the Company on
both an aggregate basis as well as on an investor-by-investor basis, and, except
as set forth  herein,  includes  information  only with  respect to the Included
Selling Stockholders. It is currently the intent of the Company to file with the
Commission promptly following the effectiveness of the
<PAGE>

                                                                    Page 2 of 20

Registration  Statement  a  post-effective  amendment  pursuant  to Rule  429 of
Regulation C under the  Securities Act to combine the  prospectuses  included in
both such registration  statements.  To address the general concern of the staff
regarding  the  disclosure  requested  in  comments 2 through 10 of the  Comment
Letter,  the Company has added to the Registration  Statement a section entitled
"Supplemental  Information  Regarding the July Private Placement and the Selling
Stockholders," which would be renamed  "Supplemental  Information  Regarding the
Private  Placement and the Selling  Stockholders"  following the  aforementioned
filing  pursuant  to Rule 429 and would be  expanded  to  include  the  Excluded
Selling  Stockholders.  In addition,  cross-references to such section have been
added  to  the  sections  of the  Registration  Statement  entitled  "Prospectus
Summary" and "Selling Stockholders".

1.       PLEASE  PROVIDE US, WITH A VIEW TOWARD  DISCLOSURE  IN THE  PROSPECTUS,
WITH THE TOTAL DOLLAR VALUE OF THE SECURITIES  UNDERLYING  THE PREFERRED  SHARES
AND WARRANTS THAT YOU HAVE REGISTERED FOR RESALE (USING THE NUMBER OF UNDERLYING
SECURITIES  THAT YOU HAVE  REGISTERED  FOR RESALE AND THE MARKET PRICE PER SHARE
FOR  THOSE  SECURITIES  ON THE  DATE OF THE  SALE OF THE  PREFERRED  SHARES  AND
WARRANTS).

         ENTIRE JULY PRIVATE  PLACEMENT.  The private  placement of the Series C
Stock and the  Warrants  the  resale of the  common  stock  underlying  which is
registered  in the  Registration  Statement  closed on July 17,  2007 (the "JULY
PRIVATE  PLACEMENT").  Based upon a closing  market  price of $2.69 per share of
common stock on the American  Stock  Exchange on such date,  and without  giving
effect to the exclusion from the Registration  Statement of the Excluded Selling
Stockholders,  the aggregate  dollar value of the  securities  which the Company
originally covered by the Registration Statement for resale was $11,352,128.18.

         PORTION OF JULY PRIVATE  PLACEMENT  INCLUDED IN AMENDMENT  NO. 1. Based
upon a closing  market  price of $2.69 per share of common stock on the American
Stock  Exchange on July 17, 2007,  and giving effect to the  exclusion  from the
Registration  Statement  of the Excluded  Selling  Stockholders,  the  aggregate
dollar value of the securities that the Company has registered for resale in the
Registration Statement is $4,185,142.35.

         AGGREGATE OF THE PRIOR  PRIVATE  PLACEMENT  AND THE PORTION OF THE JULY
PRIVATE PLACEMENT INCLUDED IN THE REGISTRATION STATEMENT.  The private placement
of the Series C Stock and the Warrants the resale of the common stock underlying
which was  registered  in the Prior  Registration  closed on April 24, 2007 (the
"PRIOR PRIVATE PLACEMENT"). Based upon a closing market price of $2.30 per share
of common  stock on the  American  Stock  Exchange on such date,  the  aggregate
dollar value of the securities that the Company has registered for resale in the
Prior  Registration  and  the  Registration  Statement  (giving  effect  to  the
exclusion from the Registration  Statement of the Excluded Selling Stockholders)
is $33,594,674.25.

         AGGREGATE OF THE PRIOR  PRIVATE  PLACEMENT  AND THE ENTIRE JULY PRIVATE
PLACEMENT.  Based upon the foregoing  market price data,  the  aggregate  dollar
value of the securities  that the Company has registered for resale in the Prior
Registration  and the  Registration  Statement  (without  giving  effect  to the
exclusion of the Excluded Selling Stockholders) is $40,761,660.08.
<PAGE>
                                                                    Page 3 of 20

2.       PLEASE  PROVIDE US, WITH A VIEW TOWARD  DISCLOSURE  IN THE  PROSPECTUS,
WITH TABULAR  DISCLOSURE  OF THE DOLLAR  AMOUNT OF EACH PAYMENT  (INCLUDING  THE
VALUE  OF ANY  PAYMENTS  TO BE MADE IN  COMMON  STOCK)  IN  CONNECTION  WITH THE
TRANSACTION  THAT  YOU  HAVE  MADE OR MAY BE  REQUIRED  TO  MAKE TO ANY  SELLING
SHAREHOLDER, ANY AFFILIATE OF A SELLING SHAREHOLDER, OR ANY PERSON WITH WHOM ANY
SELLING  SHAREHOLDER  HAS A CONTRACTUAL  RELATIONSHIP  REGARDING THE TRANSACTION
(INCLUDING ANY INTEREST PAYMENTS, LIQUIDATED DAMAGES, PAYMENTS MADE TO "FINDERS"
OR "PLACEMENT  AGENTS," AND ANY OTHER  PAYMENTS OR POTENTIAL  PAYMENTS).  PLEASE
PROVIDE  FOOTNOTE  DISCLOSURE OF THE TERMS OF EACH SUCH  PAYMENT.  PLEASE DO NOT
INCLUDE ANY SHARES TO BE ISSUED UPON THE  CONVERSION OF THE  PREFERRED  STOCK IN
THIS DISCLOSURE.

         FURTHER,  PLEASE  PROVIDE  US,  WITH A VIEW  TOWARD  DISCLOSURE  IN THE
PROSPECTUS,  WITH  DISCLOSURE OF THE NET PROCEEDS TO THE ISSUER FROM THE SALE OF
THE PREFERRED STOCK AND WARRANTS AND THE TOTAL POSSIBLE  PAYMENTS TO ALL SELLING
SHAREHOLDERS AND ANY OF THEIR AFFILIATES IN THE FIRST YEAR FOLLOWING THE SALE OF
PREFERRED STOCK AND WARRANTS.

         With  respect to the first  paragraph of Comment 2, please see Table 2,
below.  Table 2  presents  data  solely  with  respect to the  Included  Selling
Securityholders.

         The net proceeds to the Company from the July  Private  Placement  were
$4,632,000,  after the payment of $368,000 in  placement  agent fees and related
expenses.  Assuming  the exercise in full of the  Warrants,  the  aggregate  net
proceeds of the July Private Placement would be $6,765,597.

         The total possible payments to the Included Selling  Stockholders,  and
their  affiliates,  in the first year  following the closing of the July Private
Placement is $430,560,  equaling the total value, assuming all cash payments, of
dividends  payable on the Series C Preferred Stock purchased in the July Private
Placement,  plus maximum  partial  liquidated  damages for which the Company may
potentially  be liable,  as  described  more  fully,  below,  in Table 2 and its
corresponding footnotes.

TABLE 2(1)

<TABLE>
<CAPTION>
                                             SERIES C PREFERRED         POTENTIAL PARTIAL
                                             STOCK DIVIDENDS            LIQUIDATED
  INCLUDED SELLING STOCKHOLDER               PAYABLE IN FIRST YEAR(2)   DAMAGES(3)               TOTAL
  ----------------------------               ------------------------   ----------               -----
<S>                                          <C>                        <C>                      <C>
  Consonance Capital Master Account L.P.     $69,760                    $130,800(4)              $200,560

  Midsummer Investment, Ltd.                 $80,000                    $150,000(5)              $230,000

  TOTAL                                      $149,760                   $280,800                 $430,560
  -----
</TABLE>

-----------

(1)      Listed below are payments that the Company may  potentially be required
to make to a selling stockholder (the "SELLING  STOCKHOLDERS"),  pursuant to the
Certificate of Designation of Preferences, Rights and Limitations of Series C 8%
Convertible
<PAGE>
                                                                    Page 4 of 20

Preferred Stock, dated as of April 24, 2007 (the "CERTIFICATE OF DESIGNATIONS"),
the  Securities  Purchase  Agreement,  dated as of July 17, 2007 (the  "PURCHASE
AGREEMENT"),  and the Registration  Rights Agreement,  dated as of July 17, 2007
(the   "REGISTRATION   RIGHTS   AGREEMENT")   (collectively,   the  "TRANSACTION
DOCUMENTS"),  but that cannot  properly be valued  currently  as a result of the
contingent  nature of the payments and/or the need for future  information which
cannot be ascertained currently:

         -   LIQUIDATION  PAYMENTS:  Selling  Stockholders  may be  entitled  to
             liquidation payments,  pursuant to the Certificate of Designations,
             however  these  payments  cannot  be  valued  unless  and until the
             occurrence  of an  applicable  dissolution  or  winding-up  of  the
             Company;

         -   PARTIAL LIQUIDATED DAMAGES: Selling Stockholders may be entitled to
             partial  liquidated   damages,   pursuant  to  the  Certificate  of
             Designations,  however,  these  payments  cannot be valued  because
             valuation is contingent on the Company's failure, in the future, to
             properly issue and deliver  shares of common stock upon  conversion
             of Series C Preferred Stock;

         -   COMPENSATION  FOR BUY-IN ON FAILURE TO TIMELY DELIVER  CERTIFICATES
             UPON  CONVERSION:  Selling  Stockholders may be entitled to partial
             liquidated  damages,  pursuant to the Certificate of  Designations,
             however,  these  payments  cannot be valued  because  valuation  is
             contingent on the Company's failure, upon a conversion by a Selling
             Stockholder,  to  deliver  on a  timely  basis  the  certificate(s)
             evidencing  the shares  the  Selling  Stockholder  is  entitled  to
             receive upon conversion;

         -   INDEMNIFICATION  BY THE COMPANY:  Selling  Stockholders may benefit
             from  indemnification  by the  Company  in certain  situations,  as
             provided in the Registration Rights Agreement.

         Excluded from Table 2 are  redemptions  of shares of Series C Preferred
Stock. Upon the occurrence of "Cash Redemption Triggering Events," as defined in
the  Certificate  of  Designations,  in addition to any other rights,  a Selling
Stockholder has the right,  subject to exception,  to force a cash redemption of
its Series C Preferred Stock for a price per share equaling, the sum of (i) 130%
of the stated value per share;  (ii) all accrued but unpaid  dividends  thereon;
and (iii) all  liquidated  damages  and other  costs,  expenses  or amounts  due
thereon (the "TRIGGERING  REDEMPTION AMOUNT").  Despite the occurrence of a Cash
Redemption  Triggering  Event,  a  Selling  Stockholder  has no  right to a cash
redemption if the Company's auditors, the Commission, any trading market, or any
governmental  or regulatory body having actual  jurisdiction  over the Company's
financial reporting  determines that such triggering event was not solely within
the Company's control (as set forth in Item 28 of Rule 5-02 of Regulation S-X of
the Exchange Act, as amended or supplemented from time to time, or the successor
thereto).  In the event of a "Non-Cash Redemption  Triggering Event," as defined
in the Certificate of Designations,  a Selling Stockholder may force the Company
to  redeem  its  shares of Series C  Preferred  Stock for a price,  in shares of
common stock,  equal to the Triggering  Redemption  Amount divided by 85% of the
average of the 10 Volume-Weighted  Average Prices ("VWAPS") immediately prior to
the  date  of  such  non-cash  redemption.  However,  the  right  to a  non-cash
redemption is waived until the 275th day after the closing date.

         The Company has the option, beginning 24 months from the Original Issue
Date, to complete a cash  redemption  of all shares of Series C Preferred  Stock
then  outstanding  for a price per share equaling the sum of the following:  (i)
150 % of the  stated  value per share,  (ii) any  accrued  but unpaid  dividends
thereon, and (iii) all liquidated damages and/or other amounts owing thereon.

(2)      For  purposes  of this  response,  the Company  disclosed  the value of
dividends payable to the Included Selling Stockholders on the Series C Preferred
Stock purchased in the July Private Placement (the "SERIES C DIVIDENDS") for the
first full year following the date of sale,  assuming cash payment.  This amount
was calculated by multiplying the aggregate stated value of the shares of Series
C Preferred Stock held by the Included  Selling  Stockholders by 8%, the rate at
which the dividends  accrue during the one-year  period,  in accordance with the
Certificate of  Designations.  Series C Dividends that the Company fails to pay,
whether in cash or shares of common stock,  within the time period prescribed in
the Certificate of Designation,  continue to accrue and entail a late fee, which
must be paid in cash,  at the rate of 18% per annum or lesser rate  permitted by
law, accruing daily until and including the date of payment.

(3)      The  data  provided  in this  table  represents  the  maximum  possible
liquidated  damages  payable  to the  Included  Selling  Stockholder  under  the
Registration Rights Agreement,  as described below. Pursuant to the Registration
Rights  Agreement,  upon the  occurrence of certain  events,  the Company may be
liable for partial liquidated damages, with certain limitations, payable in cash
to the Selling  Stockholders.  On each date on which an applicable  event occurs
and on each  anniversary  of such date (if such event has not been cured)  until
cured,  the Company must pay to each Selling  Stockholder  1.5% of the aggregate
purchase  price  paid by  each  selling  stockholder  pursuant  to the  Purchase
Agreement for any unregistered  "Registrable  Security," as defined  thereunder,
then  held  (calculated  as  if  all  convertible   securities  had  been  fully
converted).  The Company's liability f