REITLER
BROWN &                                             800 Third Avenue, 21st Floor
ROSENBLATT LLC                                           New York, NY 10022-7604
- -------------------                                           Tel (212) 209-3050
ATTORNEYS AT LAW                                              Fax (212) 371-5500




                                              May 21, 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.
         PRELIMINARY PROXY STATEMENT FILED MAY 15, 2008
         FILE NO. 1-15697

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 Exchange Act of 1934, as amended (the "EXCHANGE ACT"), by
means of the Electronic Data Gathering, Analysis, and Retrieval system, the
Revised Preliminary Proxy Statement to the Preliminary Proxy Statement
originally filed on May 15, 2008 (File No. 1-15697) (the "PROXY") 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 Proxy.

         We are in receipt of the letter, dated May 20, 2008 (the "COMMENT
LETTER"), from Jeffrey Riedler, Assistant Director, Division of Corporate
Finance of the Securities and Exchange Commission (the "COMMISSION"), addressed
to the Company. Set forth below is the response of the Company to the comment
set forth in the Comment Letter, numbered to correspond thereto.

         1. The Company has expanded the discussion in Proposal 3 of the Proxy
to include language that the Company does not believe that the proposed
amendment to the Certificate of Incorporation (as described in Proposal 3) would
adversely affect the rights of the holders of the Common Stock because, by
virtue of the terms of the Certificate of Incorporation, the Company is not
required to obtain the prior approval of the holders of the Common Stock in
order to create any series of Preferred Stock or determine the terms of such
Preferred Stock. Further, the Company does not believe that holders of Common
Stock rely upon the right to vote in connection with amendments solely to a
series of Preferred Stock when such holders of Common Stock did not have a right
to vote in connection with the establishment of any of the terms as to



Securities and Exchange Commission                                   Page 2 of 2
Re: Elite Pharmaceuticals, Inc.
May 21, 2008


which the Company may seek an amendment. Accordingly, the Company believes there
are no potential negative consequences to the holders of the Common Stock as a
result of the proposed amendment, other than as currently permitted in
connection with the authorization and issuance of any series of Preferred Stock.
As in the case of a series of newly created Preferred Stock, the amendment of
the terms of an existing series of Preferred Stock may have a potential negative
consequence upon the holders of the Common Stock, such as increases in
liquidation preference, increases or other changes to mandatory dividend
provisions, creation or modification of redemption rights under certain
circumstances or the granting of special voting rights as to which the Company
would be required to comply prior to the taking of certain actions. The Company
has revised the disclosure in the Proxy to reflect this response. Please see
Proposal 3 starting on page 10 of the Proxy.

         Please contact me at (212) 209-3040 if you have any questions. Thank
you for your assistance with this matter.


                                        Sincerely,

                                        /s/ Scott H. Rosenblatt

                                        Scott H. Rosenblatt


cc:      John L. Krug, Esq.
         Suzanne Hayes, Esq.
         Bernard Berk
         Mark Gittelman



                           ELITE PHARMACEUTICALS, INC.
                                165 LUDLOW AVENUE
                               NORTHVALE, NJ 07647



                                        May 21, 2008



AS FILED ON EDGAR AND
- ---------------------
VIA OVERNIGHT COURIER
- ---------------------

Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Mail Stop 6010
Attn:  Jeffrey Riedler

RE:      ELITE PHARMACEUTICALS, INC.
         PRELIMINARY PROXY STATEMENT FILED MAY 15, 2008
         FILE NO. 1-15697

Dear Mr. Riedler:

On behalf of Elite Pharmaceuticals, Inc., a Delaware corporation ("Company"),
please be informed that the undersigned has received and read your letter, dated
May 20, 2008, with regard to the Preliminary Proxy Statement filed May 15, 2008
with the Securities and Exchange Commission (the "COMMISSION").

The Company hereby acknowledges, that:

     o   the Company is responsible for the adequacy and accuracy of the
         disclosure in the filing;

     o   staff comments or changes to disclosure in response to staff comments
         do not foreclose the Commission from taking any action with respect to
         the filing; and

     o   the Company may not assert staff comments as a defense in any
         proceeding initiated by the Commission or any person under the federal
         securities laws of the United States.

Of course, if you should require any additional information or clarification,
please do not hesitate to contact the undersigned at the telephone number given
above.



Your assistance in this matter is greatly appreciated.

                                                  Sincerely,

                                                  ELITE PHARMACEUTICALS, INC.

                                                  By:    /s/ Mark Gittelman
                                                  Name:  Mark Gittelman
                                                  Title: Chief Financial Officer