EXHIBIT 31.2
                                  CERTIFICATION

        I, Mark I. Gittelman, certify that:

        1.      I have  reviewed  this  Quarterly  Report  on Form  10-Q for the
                quarter ended December 31, 2005 of Elite  Pharmaceuticals,  Inc.
                (the "registrant");

        2.      Based on my  knowledge,  this report does not contain any untrue
                statement  of a material  fact or omit to state a material  fact
                necessary  to  make  the  statements   made,  in  light  of  the
                circumstances   under  which  such  statements  were  made,  not
                misleading with respect to the period covered by this report;

        3.      Based on my  knowledge,  the  financial  statements,  and  other
                financial information included in this report, fairly present in
                all  material  respects  the  financial  condition,  results  of
                operations  and cash flows of the registrant as of, and for, the
                periods presented in this report;

        4.      The registrant's  other certifying officer and I are responsible
                for  establishing  and  maintaining   disclosure   controls  and
                procedures  (as  defined in  Exchange  Act Rules  13a-15(e)  and
                15d-15(e) for the registrant and have:

                (a)     Designed such  disclosure  controls and  procedures,  or
                        caused such  disclosure  controls and  procedures  to be
                        designed under our supervision,  to ensure that material
                        information  relating to the  registrant,  including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this report is being prepared;

                (c)     Designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to  be  designed  under  our  supervision,   to  provide
                        reasonable   assurance   regarding  the  reliability  of
                        financial  reporting  and the  preparation  of financial
                        statements  for  external  purposes in  accordance  with
                        generally accepted accounting principles;

                (d)     Evaluated   the   effectiveness   of  the   registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions  about the  effectiveness  of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such  evaluation;
                        and

                (e)     Disclosed in this report any change in the  registrant's
                        internal control over financial  reporting that occurred
                        during the registrant's  most recent fiscal quarter that
                        has  materially  affected,  or is  reasonably  likely to
                        materially  affect,  the  registrant's  internal control
                        over financial reporting.

        5.      The registrant's  other certifying officer and I have disclosed,
                based on our most recent  evaluation  of internal  control  over
                financial reporting,  to the registrant's auditors and the audit
                committee of the  registrant's  board of  directors  (or persons
                performing the equivalent functions):

                (a)     All significant  deficiencies and material weaknesses in
                        the  design  or  operation  of  internal   control  over
                        financial  reporting  which  are  reasonably  likely  to
                        adversely  affect  the  registrant's  ability to record,
                        process, summarize and report financial information; and

                (b)     Any  fraud,  whether  or  not  material,  that  involves
                        management  or other  employees  who have a  significant
                        role in the registrant's internal control over financial
                        reporting.


                                    /s/ Mark I. Gittelman
Date: February 14, 2006             _____________________________________
                                    Mark I. Gittelman
                                    Chief Financial Officer and Treasurer