Exhibit 4.1

                           ELITE PHARMACEUTICALS, INC.


                                 AMENDMENT NO. 1
                                       TO
                             2004 STOCK OPTION PLAN


Section 2 of the 2004 Stock Option Plan of Elite Pharmaceuticals,  Inc is hereby
amended to read as follow:


"2.      SHARES SUBJECT TO PLAN.

         Options  may be  granted to  purchase  up to Four  Million  (4,000,000)
shares of the common  stock,  par value $0.01 per share (the "COMMON  STOCK") of
the Company.  Of the Options to purchase up to Four Million  (4,000,000) Shares,
Options to purchase up to Four Hundred Three  Thousand  Fifty  (403,050)  shares
shall be  initially  reserved  for  grant  of  options  to  holders  of  options
outstanding on the  effectiveness  of this Plan (June 22, 2004) of a like amount
at the discretion of the Board or Committee  subject to such holder's  surrender
of his/her outstanding options."