ELITE PHARMACEUTICALS, INC.
165 LUDLOW AVENUE
NORTHVALE, NEW JERSEY 07647
December 9, 2004
VIA EDGAR AND BY TELECOPIER
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Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 10549
RE: Elite Pharmaceuticals, Inc.
Application for Withdrawal of Registration Statement
on Form S-4 File No. 333-101686
Ladies and Gentlemen:
Elite Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY")
pursuant to Rule 477(b) promulgated under the Securities Act of 1933, as
amended, hereby applies for an order granting the immediate withdrawal of its
Registration Statement of Form S-4 (File No. 333-101686) together with all
exhibits thereto (collectively the "REGISTRATION STATEMENT").
The Registration Statement was originally filed with the Securities and
Exchange Commission on December 6, 2002 in connection with an offering by the
Company to sell to its Class A Warrant holders a Class C Warrant in exchange for
their Class A Warrants and the payment of $.10 in cash for each share of the
Company's Common Stock subject to the Class A Warrants. The Company determined
not to sell the Class C Warrants but to issue the Class C Warrants to the
holders of the expired Class A Warrants without any consideration; the effect
being the revision of the terms of the Class A Warrants to extend their
expiration date from November 30, 2002 to November 30, 2005, and reduce their
exercise price from $6.00 to $5.00 per share. As there is, and has been, a
substantial difference between the exercise price and market price, no exercise
of the Warrants has been made.
If you have any questions regarding the foregoing application for
withdrawal, please contact Scott H. Rosenblatt at (212) 209-3040 or Leo
Silverstein at (212) 209-3005 of Reitler Brown & Rosenblatt LLC, legal counsel
to the Company in connection with the Registration Statement.
Sincerely yours,
/s/ Bernard Berk
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Bernard Berk, President and
Chief Executive Officer