UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 March 10, 2006
                           ---------------------------
                Date of Report (Date of earliest event reported)

                           ELITE PHARMACEUTICALS, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                        333-45241                22-3542636
      ------------                   -------------            --------------
(State or other jurisdiction         (Commission              (IRS Employer
   of incorporation)                  File Number)          Identification No.)

                 165 Ludlow Avenue, Northvale, New Jersey 07647
         ---------------------------------------------------------------
                    (Address of principal executive offices)

                                 (201) 750-2646
                              ---------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications  pursuant to Rule 425 under the
    Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))







ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
          YEAR.

On March 10, 2006, the Registrant  filed the  Certificate of Retirement with the
Secretary  of State of the  Delaware  to retire  516,558  shares of the Series A
Preferred Stock, par value of $0.01 per share (the "SERIES A PREFERRED  STOCK"),
of the  Registrant.  No  shares  of Series A  Preferred  Stock are  outstanding.
Attached as Exhibit 3.1 is the Certificate of Retirement.

ITEM 8.01 OTHER EVENTS

On March 13, 2006, the Registrant announced that Dr. Charan Behl, Executive Vice
President and Chief Scientific Officer of the Registrant,  will be discussing at
First Albany Capital's  Chronic Pain Conference the Registrant's two lead opioid
products:  OxyNal(TM), the Registrant's opioid abuse-resistant oxycodone product
and OxyQD(TM),  the  Registrant's  once-daily  oxycodone  product to address the
subject "Unmet Needs in Opioid Therapy". See Registrant's press release attached
as Exhibit 99.1 for further information.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          a)   Not applicable.

          b)   Not applicable.

          c)   Exhibits

                3.1   Certificate of Retirement of Series A Preferred Stock

                99.1. Press Release, dated March 13, 2006



                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


         Dated: March 13, 2006

                                           ELITE PHARMACEUTICALS, INC.

                                           By: /s/ BERNARD BERK
                                               ---------------------------------
                                               Name:  Bernard Berk
                                               Title: Chief Executive Officer