SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


Filed by the Registrant [ X ]

Filed by a party other than the Registrant [  ]

Check the appropriate box:

[   ] Preliminary Proxy Statement

[   ] Confidential for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))

[   ] Definitive Proxy Statement

[   ] Definitive Additional Materials

[ X ] Soliciting Material Pursuant to Section 240.14a-11(c)
      or Section 240.14a-12


                           ELITE PHARMACEUTICALS, INC.
                           ---------------------------
                (Name of Registrant as Specified In Its Charter)

                                       N/A
       (Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         1)  Title of each class of securities to which transaction applies:

                                       N/A

         2)  Aggregate number of securities to which transaction applies:

                                       N/A

         3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

                                       N/A

         4)  Proposed maximum aggregate value of transaction:

                                       N/A

         5)  Total fee paid:

                                       N/A

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing:

         1)  Amount Previously Paid:

                                       N/A

         2)  Form, Schedule or Registration Statement No.:

                                       N/A

         3)  Filing Party:

                                       N/A

         4)  Date Filed:

                                       N/A



                           ELITE PHARMACEUTICALS, INC.
                                165 Ludlow Avenue
                               Northvale, NJ 07647



                                 August 14, 2002




Dear Fellow Shareholder,

         Harris Freedman, his son, Michael Freedman, and an associate, Sharon
Will, have filed a Form 13D and amendment preparing to try to obtain consents
from shareholders of the company to remove three of the four members of the
Elite board of directors and put themselves on the board.

         In a few days we will be sending you our statement which will analyze
and explain this effort and give you our recommendation and the reasons for
these recommendations.

         IN THE MEANTIME, YOUR BOARD OF DIRECTORS STRONGLY URGES THAT YOU DO NOT
SIGN AND DO NOT RETURN ANY CONSENT CARD OR OTHER FORM SENT TO YOU BY HARRIS
FREEDMAN OR HIS RELATED PERSONS OR ENTITIES.

         We ask you to hold your decision until you have heard and considered
our analysis of this effort and our position and objectives for the company.

         If any shareholder has questions or needs assistance, please call
Catherine Barnes at 704 372-9870.

                                                     Sincerely,

                                                     /s/Atul M. Mehta

                                                     Atul M. Mehta, Ph.D.
                                                     President and CEO
                                                     For the Board of Directors





                           ELITE PHARMACEUTICALS, INC.
                            SUPPLEMENTAL INFORMATION

                                 August 14, 2002

     (1) PARTICIPANTS.  The participants in this  solicitation are the Company,
Elite  Pharmaceuticals,  Inc.  ("Elite"),  and  members  of the  Elite  board of
directors:  Atul M. Mehta, Donald S. Pearson, Harmon Aronson and Eric L. Sichel.
Dr. Mehta is the direct  owner of 1,175,000  shares of the common stock of Elite
("Common Stock") and the beneficial owner of 312,600 issued shares, and he holds
options to purchase  1,475,000 shares. Mr. Pearson is the direct owner of 18,750
shares of Common Stock and holds options to purchase 60,000 shares.  Dr. Aronson
holds  options to purchase  60,000  shares of Common  Stock.  Dr.  Sichel  holds
options to purchase 30,000 shares of Common Stock.

     (2) INFORMATION  STATEMENT.  Elite intends to file an information statement
with the  Securities  and  Exchange  Commission  ("SEC")  which will  contain an
analysis and  explanation  of the Freedman  effort,  Elite's  position and other
information.  ELITE  SHAREHOLDERS ARE URGED TO READ THIS  INFORMATION  STATEMENT
WHEN IT IS  AVAILABLE  BECAUSE  IT WILL  CONTAIN  IMPORTANT  INFORMATION.  Elite
shareholders  and investors may obtain a free copy of the information  statement
when available and any other  documents filed with the SEC on the SEC website at
www.sec.gov. Elite shareholders may also obtain free copies of same by directing
the request to Elite at 165 Ludlow Avenue, Northvale, NJ 07647.