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    April 14, 2009

AS FILED ON EDGAR AND

VIA FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

Attn: Sasha Singh Parikh, Staff Accountant

100 F Street, N.E., Mail Stop 6010

Washington, DC 20549

  Re:

Elite Pharmaceuticals, Inc.

Item 4.01 of Form 8-K/A, filed March 12, 2009

File No. 001-15697

Dear Ms. Parikh:

     On behalf of our client, Elite Pharmaceuticals, Inc., a Delaware corporation (the “Company”), we transmit simultaneously herewith
for filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by means of the Electronic Data Gathering, Analysis, and Retrieval system, the Company’s
Form 8-K/A (the “Second Amended Filing”) amending the Form 8-K/A filed by the Company on March 12, 2009 (File No. 001-15697) (the “Amended
Filing”) which amended the Current Report on Form 8-K originally filed by the Company on February 19, 2009 (the “Original Filing”) and a separate
acknowledgement letter from the Company. All capitalized terms used, but not otherwise defined, herein shall have the respective definitions assigned thereto in the Second Amended Filing.

     We are in receipt of your letter addressed to the Company, dated March 16, 2009 (the “Comment Letter”), which you sent on behalf of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Set forth below is the response
of the Company to each of the comments set forth in the Comment Letter, numbered to correspond thereto.

    Comment

      Number

    Response
            to Comment

    1.

    On January 1, 2009, Miller
          Ellin & Company, LLP (“Miller
          Ellin”), the Company’s former
          independent accountant, merged with and into Rosen Seymour Shapss Martin & Company LLP
          (the “Merger”),
          the Company’s current independent accountant (“Rosen
          Seymour”). Upon the occurrence of
          the Merger, Miller Ellin effectively resigned, and Rosen Seymour succeeded
          Miller Ellin, as the Company’s independent accountant. The Company
          has added a clarifying disclosure in the Second Amended Filing in accordance
          with the foregoing, which is reproduced at the end of this response
          for your convenience.

     The Company also amended
          its disclosure under Item 4.01 to disclose information regarding the
          Merger provided to the Company by Rosen Seymour subsequent to the date
          of filing of the Amended Filing. Specifically, the Company disclosed
          in the Amended Filing, as advised by Rosen Seymour, that Rosen Seymour
          was “the resulting surviving legal entity” of the Merger.
          However, the Company has since been advised by Rosen Seymour that,
          following the Merger, Miller Ellin actually continued, and continues,
          to exist as a separate legal entity for certain specified purposes
          agreed upon between Miller Ellin and Rosen Seymour pursuant to the
          terms of their merger agreement, which do not involve the Company or
          affect the disclosures made by the Company under Item 4.01 of Form
          8-K. In light of the foregoing information, however, Company has amended
          its disclosure by removing the language stating that Rosen Seymour
          was “the resulting surviving legal entity” of the Merger
          and replacing it with language that more accurately describes the effect
          of the Merger on Miller Ellin and Rosen Seymour pursuant to the terms
          of their agreement.

    For your convenience, the Company has
        reproduced below the first paragraph of the Second Amended Filing in
        which the above described disclosures appear, with such disclosures highlighted
    in italics.

          Effective
          January 1, 2009, Miller, Ellin & Company, LLP (“Miller
          Ellin”), the independent
          accountant of Elite Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”),
          and the principal accountant engaged to audit the Registrant’s
          financial statements, consummated a merger (the “Merger”)
          of its practice into the practice of Rosen Seymour Shapss Martin & Company
          LLP (“Rosen Seymour”),
          with Rosen Seymour succeeding to the business and operations of Miller
          Ellin, subject to certain conditions
          and exceptions, as agreed upon by the parties under the terms of the
          Merger. Upon consummation of the
          Merger on January 1, 2009, Miller
          Ellin effectively resigned as the Registrant’s independent accountant,
          and Rosen Seymour, pursuant to the terms of its agreement with Miller
          Ellin, became the Registrant’s new independent accountant and
          principal accountant to audit its financial statements, as the successor
          in interest of Miller Ellin. On
          February 19, 2009, the foregoing changes were formally unanimously
          ratified and approved by the Audit Committee of the Registrant’s
          Board of Directors (the “Audit
          Committee”).

    2.

    The Company has amended its disclosure
    in the Second Amended Filing in accordance with your comment.

    3.

    The Company has noted
          your comment and, before offering its response, respectfully requests
          the Commission to note that the review for which the Company’s
          independent accountant was engaged was not, as indicated in your comment,
          in respect of the Company’s internal controls over financial reporting
          generally. Rather, the scope of the review was limited to a review
          of the revised accounting procedures and internal controls over expenditures
          and expense reimbursement (the “Internal
          Controls”) implemented by the Audit
          Committee of the Company’s Board of Directors (the “Audit
          Committee”) in response to certain
          events described in Prior Reports (as defined below) and in the Company’s
          response to comment no. 4 of the Comment Letter set out below. As previously
          disclosed by the Company in its Annual Report on Form 10-K/A for the
          year ended March 31, 2008, filed with the Commission on January 16,
          2009, and its Quarterly Report on Form 10-Q for the quarterly period
          ended December 31, 2008, filed with the Commission on February 17,
          2009 (collectively, the “Prior Reports”),
          Rosen Seymour completed its review of the Internal Controls on January
          23, 2009, and concluded that the Internal Controls implemented by the
          Audit Committee are effective.

    As
          of the date hereof, the Company has not received any written report
          relating to Rosen Seymour’s review of the Company’s Internal
    Controls.

    4.

      As previously disclosed
          by the Company in the Prior Reports, upon learning that certain expenses
          had been reimbursed to Bernard J. Berk, the Company’s former President,
          Chief Executive Officer and Chairman of the Board, without receipt
          by the Company of adequate substantiation of such expenses, the Audit
          Committee investigated the Company’s then-effective accounting
          procedures and internal controls over expenditures and expense reimbursement
          and, on the basis thereof, took such remedial measures as deemed necessary
          to address any deficiencies therein, which included establishment and
          implementation of the Internal Controls.

     As an added precautionary
          measure, the Audit Committee decided to engage the Company’s independent
          accountant to conduct an independent review of the Internal Controls
          for effectiveness. On the date of such engagement, November 26, 2008,
          the Company’s independent accountant was Miller Ellin. However,
          the accounting professionals at Miller Ellin who would be handling
          such review decided, given the proximity in time to the anticipated
          Merger completion date, to postpone the review until after consummation
          of the Merger. Shortly after consummation of the Merger, the same accounting
          professionals, now employed by Rosen Seymour, conducted the review
          of the Internal Controls, as indicated above in the Company’s
    response to comment no. 3 of the Comment Letter.

    Because the review of the Internal Controls
        was not commenced until after the Merger completion date, at which point
        the business and operations of Miller Ellin had merged with and into
        that of Rosen Seymour, the Company received no views, oral or written,
    from Miller Ellin regarding the subject matter covered by such review.

    5.

    The Company
          has obtained and filed as an exhibit to the Second Amended Filing an
          updated letter from its former accountant stating whether it agrees
          with the disclosures made in the Second Amended Filing. The Company
          has also obtained and filed as an exhibit to the Second Amended Filing
          an updated letter from its current accountant stating whether it agrees
          with the disclosures made in the Second Amended Filing.

 Please contact the undersigned, at (212) 209-3059, if we may be of further assistance regarding the above matters.

    Very truly yours,

    /s/ Louis Smookler

    Louis Smookler, Esq.