AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2006

                                                       REGISTRATION NO. ________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

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

          DELAWARE                      2834                   22-3542636
       (State or other      (Primary Standard Industrial    (I.R.S. Employer
       jurisdiction of       Classification Code Number)  Identification Number)
      incorporation or
        organization)
                                   -----------

                      BERNARD BERK, CHIEF EXECUTIVE OFFICER
                           ELITE PHARMACEUTICALS, INC.
                                165 LUDLOW AVENUE
                           NORTHVALE, NEW JERSEY 07647
                                 (201) 750-2646

                     (Name, address, including zip code, and
                     telephone number, including area code,
                   of registrant's principal executive offices
                             and agent for service)

With copies to:

                            SCOTT H. ROSENBLATT, ESQ.
                         REITLER BROWN & ROSENBLATT, LLC
                          800 THIRD AVENUE, 21ST FLOOR
                          NEW YORK, NEW YORK 10022-4611
                                 (212) 209-3050

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after the effective date of this Registration Statement.





         If the only securities  being registered on this form are being offered
pursuant to dividend or reinvestment plans, please check the following box. |_|

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. |X|

         If this Form is filed to  register  additional  securities  pursuant to
Rule 462(b) under the  Securities  Act,  please check the following box and list
the  Securities  Act  Registration  Statement  number of the  earlier  effective
Registration Statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  Registration   Statement  number  of  the  earlier  effective  Registration
Statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|

                                   -----------

                         CALCULATION OF REGISTRATION FEE

                                             PROPOSED   PROPOSED
                                             MAXIMUM    MAXIMUM
                                             OFFERING   AGGREGATE    AMOUNT OF
    TITLE OF EACH CLASS OF    AMOUNT TO BE  PRICE PER   OFFERING    REGISTRATION
 SECURITIES TO BE REGISTERED   REGISTERED     SHARE      PRICE          FEE

Common Stock, $.01 par value   246,175 (1)    $3.75   $923,156.25     $98.78

(1)  220,702  shares to be offered upon exercise of Warrants  expiring  December
     14, 2010 issued in the private placement to Selling Stockholders and 25,473
     shares to be offered upon exercise of Warrants  expiring  December 14, 2010
     issued in the private placement to the Placement Agent.

(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457(c) under the  Securities Act of 1933, as amended,
     and based on the  higher of the  average of the high and low sale price per
     share of shares of the Common Stock on the American Stock Exchange on April
     13, 2006 and 125% of the exercise  price of the warrants  which the holders
     of the shares to be offered is required to pay to exercise such warrants.

                                   -----------

================================================================================





The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to Section 8(a), may determine.

================================================================================

                                      iii





The information in this prospectus is not complete and may be changed without
notice. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, and it is
not soliciting offers to buy these securities, in any state where the offer or
sale of these securities is not permitted.

PROSPECTUS                                                 SUBJECT TO COMPLETION
                                                            DATED APRIL 14, 2006

                              ELITE PHARMACEUTICALS

                                  COMMON STOCK

                               ------------------

         This is an offering (the  "OFFERING") of up to 246,175 shares of Common
Stock, $.01 par value (the "COMMON STOCK"), of Elite Pharmaceuticals,  Inc. (the
"COMPANY" or "ELITE"), by the selling stockholders named in this prospectus (the
"SELLING  STOCKHOLDERS")  acquired upon  exercise of warrant to purchase  Common
Stock,  expiring on or prior to December 14, 2010 (the "REPLACEMENT  WARRANTS"),
issued by the Company in a private placement.

         The Common Stock is listed on the  American  Stock  Exchange  under the
symbol "ELI." On April 13, 2006,  the closing sales price of our Common Stock on
the American Stock Exchange was $___ per share.

         SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF FACTORS THAT
YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

---------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         We will receive no proceeds from the sale of the shares of Common Stock
sold by the Selling Stockholders.

---------------------

The date of this prospectus is April 14, 2006.





                                TABLE OF CONTENTS

                                                                      Page

WHERE YOU CAN FIND MORE INFORMATION ABOUT US..............................2

PROSPECTUS SUMMARY........................................................3

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION................5

RISK FACTORS..............................................................5

USE OF PROCEEDS..........................................................15

DESCRIPTION OF CAPITAL STOCK.............................................15

SELLING STOCKHOLDERS.....................................................19

PLAN OF DISTRIBUTION.....................................................22

LEGAL MATTERS............................................................24

EXPERTS..................................................................24

INCORPORATION BY REFERENCE...............................................24

INFORMATION NOT REQUIRED IN PROSPECTUS................................ II-1

SIGNATURES.............................................................II-5





                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file reports,  proxy  statements,  information  statements and other
information  with the Securities and Exchange  Commission  (the "SEC").  You may
read and copy this information, for a copying fee, at the SEC's Public Reference
Room at 100 F Street,  N.E.,  Washington,  D.C.  20549.  Please  call the SEC at
1-800-SEC-0330  for more  information  in its public  reference  rooms.  Our SEC
filings are also  available  to the public from  commercial  document  retrieval
services, from the American Stock Exchange and at the web site maintained by the
SEC at http://www.sec.gov.

         Elite has not  authorized  anyone to give any  information  or make any
representation about the Offering that differs from, or adds to, the information
in this  prospectus or in its documents that are publicly filed with the SEC and
that are  incorporated in this  prospectus.  Therefore,  if anyone does give you
different or additional information,  you should not rely on it. The delivery of
this  prospectus  does not mean that there have not been any  changes in Elite's
condition since the date of this prospectus.  If you are in a jurisdiction where
it is unlawful to offer the securities offered by this prospectus, or if you are
a person  to whom it is  unlawful  to  direct  such  activities,  then the offer
presented by this prospectus does not extend to you. This prospectus speaks only
as of its date except where it indicates  that another date  applies.  Documents
that are  incorporated  by reference in this  prospectus  speak only as of their
date, except where they specify that other dates apply.

         THIS PROSPECTUS IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL  THERE BE ANY SALE OF  SECURITIES  IN ANY  STATE IN WHICH  SUCH
OFFER,  SOLICITATION  OR  SALE  WOULD  BE  UNLAWFUL  PRIOR  TO  REGISTRATION  OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                                       2





                               PROSPECTUS SUMMARY

         THE  FOLLOWING  SUMMARY  HIGHLIGHTS   SELECTED   INFORMATION  FROM,  OR
INCORPORATED  BY REFERENCE  INTO,  THIS  PROSPECTUS  AND MAY NOT CONTAIN ALL THE
INFORMATION  THAT IS  IMPORTANT  TO YOU. TO  UNDERSTAND  OUR  BUSINESS  AND THIS
OFFERING FULLY, YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY,  INCLUDING THE
CONSOLIDATED  FINANCIAL  STATEMENTS  AND THE  RELATED  NOTES  AND THE  DOCUMENTS
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. REFERENCES IN THIS PROSPECTUS TO
THE "COMPANY," "ELITE," "ELITE  PHARMACEUTICALS," "WE," "OUR," AND "US" REFER TO
ELITE  PHARMACEUTICALS,   INC.,  A  DELAWARE  CORPORATION,   TOGETHER  WITH  OUR
SUBSIDIARIES.  PLEASE SEE  "INCORPORATION  BY REFERENCE"  FOR A  DESCRIPTION  OF
PUBLIC FILINGS DEEMED INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

                                   THE COMPANY

OVERVIEW

         Elite is a specialty  pharmaceutical company principally engaged in the
development and manufacture of oral, controlled release products. Elite develops
controlled  release  products  using  proprietary  technology and licenses these
products.  The  Company's  strategy  includes  developing  generic  versions  of
controlled  release  drug  products  with high  barriers to entry and  assisting
partner companies in the life cycle management of products to improve off-patent
drug products. Elite's technology is applicable to develop delayed, sustained or
targeted release pellets, capsules, tablets, granules and powders. Elite has one
product  currently being sold commercially and a pipeline of eight drug products
under  development in the therapeutic  areas that include  cardiovascular,  pain
management,  allergy and infection.  The addressable market for Elite's pipeline
of products exceeds $6 billion.  Elite's facility in Northvale,  New Jersey also
is a Good Manufacturing Practice (GMP) and DEA registered facility for research,
development, and manufacturing.

         We have  concentrated  on  developing  orally  administered  controlled
release drug products. These products include drugs that cover therapeutic areas
for pain,  angina,  hypertension,  allergy and  infection.  One of our products,
Lodrane24(R),  has been  commercially  developed  and is being  marketed  by ECR
Pharmaceuticals, our partner for this product.

         In an effort to reduce costs, improve focus and enhance efficiency,  we
reduced the number of products that we are actively  developing  from fifteen to
nine. The nine products,  one of which has been commercially developed and eight
that  are  in  development,  are  deemed  by us  to be  the  most  suitable  for
development given our limited resources.

STRATEGY

         We are focusing our efforts on the following areas:  (i)  manufacturing
of Lodrane 24(R)  product,  (ii) the  development  of the other  products in our
pipeline,  (iii)  commercial  exploitation of our products either by license and
the collection of royalties,  or through the manufacture of tablets and capsules
using our  formulations,  and (iv) development of new products and the expansion
of our  licensing  agreements  with other  pharmaceutical  companies,  including
co-development projects, joint ventures and other collaborations.

                                       3





         We are focusing on the  development  of various types of drug products,
including,   generic  drug  products   (which  require   abbreviated   new  drug
applications ("ANDA")), as well as branded drug products (which require new drug
applications  ("NDA")  under  Section  505(b)(1)  or 505(b)(2) of the Drug Price
Competition an Patent Term Restoration Act of 1984 (the "DRUG PRICE ACT").

         We intend to continue to collaborate  in the  development of additional
products  with  our  current   partners.   We  also  plan  to  seek   additional
collaborations to develop more drug products.

         We believe that our business  strategy enables us to reduce our risk by
having a diverse  product  portfolio  that  includes  both  branded  and generic
products  in  various  therapeutic  categories;  and  build  collaborations  and
establish  licensing  agreements with companies with greater  resources  thereby
allowing us to share costs of development and to improve cash-flow.

CORPORATE INFORMATION

         Elite  Pharmaceuticals,  Inc. was incorporated on October 1, 1997 under
the laws of Delaware,  and our wholly-owned  subsidiaries,  Elite  Laboratories,
Inc.  ("ELITE  LABS")  and  Elite  Research,   Inc.   ("ELITE   RESEARCH")  were
incorporated on August 23, 1990 and December 20, 2002,  respectively,  under the
laws of Delaware.

         On October 24,  1997,  Elite  Pharmaceuticals  merged with and into our
predecessor company,  Prologica International,  Inc. ("PROLOGICA"),  an inactive
publicly held  corporation  formed under the laws of  Pennsylvania.  At the same
time, Elite Labs merged with a wholly-owned  subsidiary of Prologica.  Following
these mergers, Elite Pharmaceuticals  survived as the parent of its wholly-owned
subsidiary, Elite Labs.

         On September 30, 2002, we acquired from Elan Corporation,  plc and Elan
International  Services,  Ltd.  (together "ELAN") Elan's 19.9% interest in Elite
Research,  Ltd., a Bermuda  corporation  ("ERL"), a joint venture formed between
Elite and Elan in which our initial interest was 100% of the outstanding  Common
Stock which represented  80.1% of the outstanding  capital stock. As a result of
the  termination of the joint venture,  we owned 100% of ERL's capital stock. On
December  31,  2002,  ERL was  merged  into  Elite  Research,  our  wholly-owned
subsidiary.

         Our common stock is traded on the  American  Stock  Exchange  under the
symbol  "ELI".  The market  for our stock has  historically  been  characterized
generally  by low volume and broad  range of prices  and volume  volatility.  We
cannot give any  assurance  that a stable  trading  market will  develop for our
stock.

         Our executive offices are located at 165 Ludlow Avenue,  Northvale, New
Jersey 07647. Phone No.: (201) 750-2646; Facsimile No.: (201) 750-2755.

                                       4





           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

         Certain information contained in or incorporated by reference into this
prospectus includes forward-looking statements (as defined in Section 27A of the
Securities  Act and Section 21E of the  Securities  Exchange  Act) that  reflect
Elite's  current views with respect to future events and financial  performance.
Certain factors, such as unanticipated technological difficulties,  the volatile
and competitive environment for drug delivery products,  changes in domestic and
foreign economic, market and regulatory conditions,  the inherent uncertainty of
financial  estimates  and  projections,  the  degree  of  success,  if  any,  in
concluding  business   partnerships  or  licenses  with  viable   pharmaceutical
companies,  instabilities  arising from terrorist actions and responses thereto,
and other  considerations  described as "RISK FACTORS" in this prospectus  could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  When used in this Registration  Statement,  statements that are not
statements  of current or  historical  fact may be deemed to be  forward-looking
statements.  Without limiting the foregoing, the words "plan", "intend",  "may,"
"will," "expect," "believe", "could," "anticipate," "estimate," or "continue" or
similar  expressions or other variations or comparable  terminology are intended
to identify such forward-looking statements.  Readers are cautioned not to place
undue reliance on these forward-looking  statements,  which speak only as of the
date hereof.  Except as required by law, the Company undertakes no obligation to
update any forward-looking  statements,  whether as a result of new information,
future events or otherwise.

                                  RISK FACTORS

         IN  ADDITION TO THE OTHER  INFORMATION  CONTAINED  IN THIS  PROSPECTUS,
INCLUDING  THE OTHER  DOCUMENTS  INCORPORATED  HEREIN BY REFERENCE  AND REFERRED
BELOW,  THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED  CAREFULLY IN EVALUATING
AN INVESTMENT IN ELITE AND IN ANALYZING OUR FORWARD-LOOKING STATEMENTS.

OUR CONTINUING  LOSSES ENDANGER OUR VIABILITY AS A GOING-CONCERN AND HAVE CAUSED
OUR AUDITORS TO ISSUE "GOING CONCERN" ANNUAL AUDIT REPORTS.

         We  reported  net  losses of  $4,648,549,  $5,906,890,  $6,514,217  and
$4,061,422  for the nine months ended  December 31, 2005 and for the years ended
March 31, 2005,  2004 and 2003,  respectively.  At December 31, 2005,  we had an
accumulated  deficit of  approximately  $45.8  million,  consolidated  assets of
approximately $8.3 million,  stockholders' equity of approximately $3.0 million,
and working  capital of  approximately  $2.0  million.  Our  products are in the
development  and early  deployment  stage and have not generated any significant
revenue to date. Our  independent  auditors have issued a "going  concern" audit
report for our financial statements for each of the fiscal years ended March 31,
2005, March 31, 2004 and March 31, 2003.

WE HAVE A  RELATIVELY  LIMITED  OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO
EVALUATE OUR FUTURE PROSPECTS.

         Although we have been in  operation  since 1990,  we have a  relatively
short operating  history and limited  financial data upon which you may evaluate
our  business  and  prospects.  In  addition,  our  business  model is likely to
continue to evolve as we attempt to expand our product  offerings  and enter new
markets. As a result, our potential for future  profitability must be considered
in light of the  risks,  uncertainties,  expenses  and  difficulties  frequently
encountered  by

                                       5





companies  that are  attempting  to move  into new  markets  and  continuing  to
innovate with new and unproven  technologies.  Some of these risks relate to our
potential inability to:

     o    develop new products;

     o    obtain regulatory approval of our products;

     o    manage our growth, control expenditures and align costs with revenues;

     o    attract, retain and motivate qualified personnel; and

     o    respond to competitive developments.

If we do not  effectively  address  the risks we face,  our  business  model may
become   unworkable  and  we  may  not  achieve  or  sustain   profitability  or
successfully develop any products.

WE HAVE NOT BEEN PROFITABLE AND EXPECT FUTURE LOSSES.

         To date, we have not been profitable,  and since our inception in 1990,
we have not generated any significant  revenues.  We may never be profitable or,
if we become  profitable,  we may be unable to  sustain  profitability.  We have
sustained  losses in each year since our  incorporation in 1990. We incurred net
losses of $4,648,549, $5,906,890, $6,514,217, $4,061,422, and $1,774,527 for the
nine months  ended  December  31,  2005 and for the years ended March 31,  2005,
2004, 2003 and 2002,  respectively.  We expect to realize significant losses for
the current  year of  operation.  We expect to continue to incur losses until we
are able to generate  sufficient  revenues to support our  operations and offset
operating costs.

OUR FOUNDER AND FORMER  PRESIDENT AND CHIEF EXECUTIVE  OFFICER  RESIGNED IN JUNE
2003 ALL OF HIS POSITIONS WITH ELITE,  WHICH MAY HAVE A MATERIAL  ADVERSE EFFECT
ON US.

         On June 3, 2003,  Dr. Atul M. Mehta,  our founder and former  President
and Chief  Executive  Officer  resigned from all of his positions with Elite. In
the past,  we relied on Dr.  Mehta's  scientific  expertise  in  developing  our
products.  There  can be no  assurance  that we will  successfully  replace  Dr.
Mehta's expertise.  In addition,  the loss of Dr. Mehta's services may adversely
affect our relationships with our contract partners.

         Pursuant  to an  agreement  in April  2004 and a related  agreement  in
October  2004,  to settle a  litigation  initiated by Dr. Mehta in July 2003 for
alleged breach of his employment agreement,  the Company extended the expiration
dates to November 30, 2007 of options to purchase 670,000 shares of Common Stock
held by Dr. Mehta and reduced the  exercise  price of certain of the options and
he relinquished any rights to the Company's  intellectual property and agreed to
certain non-disclosure and non-competition  covenants. The Company also provided
him with  certain  "piggyback"  registration  rights with  respect to the shares
issuable  upon  exercise of the foregoing  options  granted by the Company.  Dr.
Mehta and members of his family sold in October  2004 an  aggregate of 1,362,200
shares of Common Stock  representing  all of his and his affiliates  holdings of
securities of the Company except for the foregoing options.

                                       6





OUR RESEARCH  ACTIVITIES  ARE  CHARACTERIZED  BY INHERENT RISK AND WE MAY NOT BE
ABLE TO  SUCCESSFULLY  DEVELOP  PRODUCTS  FOR  COMMERCIAL  USE  THAT  ARE IN OUR
PIPELINE.

         Our research activities are characterized by the inherent risk that the
research  will not yield  results that will receive FDA approval or otherwise be
suitable for commercial exploitation.

         As of December 31, 2005, we have entered into  agreements  with respect
to the marketing upon development of four drugs. Each agreement provides that we
are to commercially  develop or co-develop with the partner the product and upon
securing  by a partner or  partners  having  FDA  approval  or other  regulatory
approval,  and if required,  we are to manufacture  the product and sell it to a
partner or marketing partner for distribution. The commercial development of one
of the four  drugs  has been  completed  and the  three  other  drugs  are under
development.  No  assurance  can be given that sales,  if any, by any  marketing
partner will result in profit for Elite from the product.

         We have also entered  into two  additional  co-development  agreements.
These products are currently in  development.  No assurance can be given that we
will be successful in developing  these  products,  and, if successful,  that an
agreement  can be reached with a marketing  partner for the sale of the products
or that any sales of the products will result in profit for Elite.

         We are also developing three additional products on our own. Two are in
pilot Phase I studies and one is in the pilot bioequivalence  stage.  Additional
studies  including  either pivotal  bioequivalence  or efficacy  studies will be
required for these products before commercialization.

         In  order  for any of  these  products  to be  commercialized,  the FDA
requires  successful  completion  of  pivotal  biostudies  to file  an ANDA  and
successful  completion of pivotal  clinical  trials before filing a NDA. The FDA
next  requires  successful  completion  of  comparative  studies for drug listed
products.  ANDAs are filed with  respect to generic  versions  of  existing  FDA
approved products while NDAs are filed with respect to new products.

WE  COULD  EXPERIENCE   DIFFICULTY  IN  DEVELOPING  AND  INTEGRATING   STRATEGIC
ALLIANCES, CO-DEVELOPMENT OPPORTUNITIES AND OTHER RELATIONSHIPS.

         With respect to products that are being developed and are available for
partnering,   we  intend  to  pursue   product-specific   licensing,   marketing
agreements,  co-development  opportunities and other partnering  arrangements in
connection with the products.  We have entered into partnership  arrangements as
to six  products  but no  assurance  can be given that we will be able to locate
partners for our other products or that any  arrangement is or will be suitable.
In addition,  assuming we identify suitable partners, the process of effectively
entering  into these  arrangements  involves  risks  such that our  management's
attention  may be diverted  from other  business  concerns  and that we may have
difficulty integrating the new arrangements into our existing business.

OUR LIMITED EXPERIENCE IN CONDUCTING CLINICAL TRIALS AND SUBMITTING NDAS AND THE
UNCERTAINTIES  INHERENT IN  CLINICAL  TRIALS  COULD  RESULT IN DELAYS IN PRODUCT
DEVELOPMENT AND COMMERCIALIZATION.

         Prior to seeking FDA  approval for the  commercial  sale of any drug we
develop,   which  does  not  qualify  for  the  FDA's  abbreviated   application
procedures,  we or our partner must

                                       7





demonstrate  through  clinical trials that these products are safe and effective
for use. We have limited  experience  in  conducting  and  supervising  clinical
trials. The process of completing  clinical trials and preparing an NDA may take
several years and requires  substantial  resources.  Our studies and filings may
not result in FDA  approval  to market  our new drug  products  and,  if the FDA
grants approval, we cannot predict the timing of any approval.

IF OUR CLINICAL  TRIALS ARE NOT  SUCCESSFUL  OR TAKE LONGER TO COMPLETE  THAN WE
EXPECT, WE MAY NOT BE ABLE TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS.

         In order to obtain regulatory  approvals for the commercial sale of our
potential products, we will be required to complete clinical trials in humans to
demonstrate  the  safety and  efficacy  of the  products.  We may not be able to
obtain  authority  from the FDA or other  regulatory  agencies  to  commence  or
complete these clinical trials.

         The  results  from  preclinical  testing  of a  product  that is  under
development  may not be  predictive  of results  that will be  obtained in human
clinical trials. In addition, the results of early human clinical trials may not
be  predictive of results that will be obtained in larger scale  advanced  stage
clinical trials.  Furthermore,  we or the FDA may suspend clinical trials at any
time  if the  subjects  participating  in  such  trials  are  being  exposed  to
unacceptable health risks, or for other reasons.

         The rate of completion of clinical trials is dependent in part upon the
rate of enrollment of subjects.  A favorable clinical trial result is a function
of many factors including the size of the subject  population,  the proximity of
subjects to  clinical  sites,  the  eligibility  criteria  for the study and the
existence of competitive  clinical trials.  Delays in planned subject enrollment
may result in increased costs and program delays.

         We may not be able to  successfully  complete any  clinical  trial of a
potential product within any specified time period. In some cases, we may not be
able to complete the trial at all.  Moreover,  clinical  trials may not show any
potential product to be safe or efficacious.  Thus, the FDA and other regulatory
authorities may not approve any of our potential products for any indication.

     Our  business,  financial  condition,  or  results of  operations  could be
materially adversely affected if:

     o    we are unable to  complete a  clinical  trial of one of our  potential
          products;

     o    the results of any clinical trial are unfavorable; or

     o    the time or cost of completing the trial exceeds our expectations.

WE ARE DEPENDENT ON A SMALL NUMBER OF SUPPLIERS FOR OUR RAW  MATERIALS,  AND ANY
DELAY OR  UNAVAILABILITY  OF RAW MATERIALS CAN MATERIALLY  ADVERSELY  AFFECT OUR
ABILITY TO PRODUCE PRODUCTS.

         The  FDA  requires   identification   of  raw  material   suppliers  in
applications  for approval of drug products.  If raw materials were  unavailable
from a  specified  supplier,  FDA  approval  of a new  supplier  could delay the
manufacture  of the drug  involved.  In  addition,  some  materials  used in our
products are currently  available  from only one supplier or a limited number of
suppliers.

                                       8





Further,  a significant  portion of our raw materials may be available only from
foreign  sources.  Foreign  sources can be subject to the special risks of doing
business abroad, including:

     o    greater   possibility   for  disruption  due  to   transportation   or
          communication problems;

     o    the relative instability of some foreign governments and economies;

     o    interim price volatility based on labor unrest, materials or equipment
          shortages,  export duties,  restrictions  on the transfer of funds, or
          fluctuations in currency exchange rates; and

     o    uncertainty  regarding  recourse to a dependable  legal system for the
          enforcement of contracts and other rights.

         In  addition,   recent  changes  in  patent  laws  in  certain  foreign
jurisdictions (primarily in Europe) may make it increasingly difficult to obtain
raw  materials  for research and  development  prior to expiration of applicable
United  States or foreign  patents.  Any  inability to obtain raw materials on a
timely basis,  or any  significant  price  increases that cannot be passed on to
customers, could have a material adverse effect on us.

         The delay or unavailability  of raw materials can materially  adversely
affect our ability to produce products. This can materially adversely affect our
business and operations.

IF THE  COMPANY  IS  UNABLE  TO  OBTAIN  ADDITIONAL  FINANCING  NEEDED  FOR  THE
EXPENDITURES  FOR THE  DEVELOPMENT AND  COMMERCIALIZATION  OF THE COMPANY'S DRUG
PRODUCTS, IT WOULD IMPAIR THE COMPANY'S ABILITY TO CONTINUE TO MEET ITS BUSINESS
OBJECTIVES.

            On March 15, 2006, the Company  completed a private  placement,  for
aggregate  gross  proceeds  of  $10,000,000,  of 10,000  shares of its  Series B
Preferred Stock  convertible  into 4,444,444 shares of Common Stock and warrants
to  purchase an  aggregate  of  2,222,222  shares of Common  Stock,  50% of such
warrants  having an  exercise  price of $2.75 and the  remaining  50%  having an
exercise price of $3.25. Additionally,  the placement agent received warrants to
purchase  355,555 shares of Common Stock with an exercise price of $2.25.  As of
March  31,  2006,  the  Company  had  aggregate  cash  and cash  equivalents  of
approximately $10,500,000,  which the Company anticipates is adequate to finance
its  operations  for the next 12 to 18  months.  Thereafter,  the  Company  will
require additional financing to insure that the Company will be able to meet the
expenditures to develop and commercialize its products for which the Company has
no current  arrangements.  Other possible sources of the required  financing are
the cash exercise of the Long Term  Warrants  issued in the October 2004 private
placement,  the  Replacement  Warrants  issued  in  the  December  2005  private
placement  and other  warrants and options that are  currently  outstanding.  No
representation  can be made that the Company  will be able to obtain  additional
financing or if obtained it will be on favorable  terms, or at all. No assurance
can be given that any offering if undertaken will be  successfully  concluded or
that if concluded  the proceeds  will be material.  The  Company's  inability to
obtain additional financing when needed would impair its ability to continue its
business.

         If any future  financing  involves  the further  sale of the  Company's
securities,   the  Company's   then-existing   stockholders'   equity  could  be
substantially  diluted.  On the other hand, if the Company  incurred  debt,  the
Company would be subject to risks  associated with  indebtedness,  including the
risk that interest rates might  fluctuate and cash flow would be insufficient to
pay principal and interest on such indebtedness.

                                       9





IF WE ARE UNABLE TO PROTECT OUR  INTELLECTUAL  PROPERTY  RIGHTS AND AVOID CLAIMS
THAT WE INFRINGED ON THE INTELLECTUAL  PROPERTY RIGHTS OF OTHERS, OUR ABILITY TO
CONDUCT BUSINESS MAY BE IMPAIRED.

         Our success, competitive position and amount of royalty income, if any,
will  depend in part on our  ability  to obtain  patent  protection  in  various
jurisdictions related to our technologies,  processes and products. We intend to
file patent applications seeking such protection,  but we cannot be certain that
these  applications  will  result in the  issuance  of  patents.  If patents are
issued,  third  parties  may sue us to  challenge  such patent  protection,  and
although we know of no reason why they should prevail,  it is possible that they
could.  It is likewise  possible  that our patents may not prevent third parties
from developing similar or competing products. In addition,  although we are not
aware of any  threatened or pending  actions by third parties  asserting that we
have infringed on their patents,  and are not aware of any actions we have taken
that  would  lead to such a  claim,  it is  possible  that we  might be sued for
infringement.   The  cost  involved  in  bringing   suits  against   others  for
infringement  of our patents,  or in defending any suits brought against us, can
be substantial.  We may not possess sufficient funds to prosecute or defend such
suits. If our products were found to infringe upon patents issued to others,  we
would be prohibited from  manufacturing or selling such products and we could be
required to pay substantial damages.

         In addition, we may be required to obtain licenses to patents, or other
proprietary rights of third parties,  in connection with the development and use
of our products and technologies as they relate to other persons'  technologies.
At such time as we discover a need to obtain any such  license,  we will need to
establish  whether we will be able to obtain such a license on favorable  terms.
The failure to obtain the necessary  licenses or other rights could preclude the
sale, manufacture or distribution of our products.

         We also rely upon trade secrets and  proprietary  know-how.  We seek to
protect this know-how in part by  confidentiality  agreements.  We  consistently
require our employees and potential business partners to execute confidentiality
agreements  prior to doing  business  with us.  However,  it is possible that an
employee  would  disclose  confidential  information  in violation of his or her
agreement,  or that  our  trade  secrets  would  otherwise  become  known  or be
independently  developed  in  such a  manner  that we  will  have  no  practical
recourse.

         We are not  engaged in any  litigation,  nor  contemplating  any,  with
regard to a claim that someone has infringed one of our patents, revealed any of
our trade secrets, or otherwise misused our confidential information.

THE  PHARMACEUTICAL  INDUSTRY IS SUBJECT TO EXTENSIVE FDA REGULATION AND FOREIGN
REGULATION, WHICH PRESENTS NUMEROUS RISKS TO US.

         The  manufacturing  and  marketing  of  pharmaceutical  products in the
United States and abroad are subject to stringent governmental  regulation.  The
sale of any of our products for use in humans in the United  States will require
the approval of the FDA. Similar  approvals by comparable  agencies are required
in most foreign  countries.  The FDA has  established  mandatory  procedures and
safety standards that apply to the clinical  testing,  manufacture and marketing
of pharmaceutical products. Obtaining FDA approval for a new therapeutic product
may take several years and involve substantial expenditures.  The eight products
currently under

                                       10





development  have not yet been  approved for sale or use in humans in the United
States or elsewhere.

         If  we  or  our  licensees   fail  to  obtain  or  maintain   requisite
governmental  approvals  or fail to obtain or  maintain  approvals  of the scope
requested,  it will delay or preclude us or our licensees or marketing  partners
from  marketing  our  products.  It could also limit the  commercial  use of our
products.

THE  PHARMACEUTICAL  INDUSTRY  IS HIGHLY  COMPETITIVE  AND  SUBJECT TO RAPID AND
SIGNIFICANT  TECHNOLOGICAL  CHANGE,  WHICH COULD IMPAIR OUR ABILITY TO IMPLEMENT
OUR BUSINESS MODEL.

         The pharmaceutical industry is highly competitive, and we may be unable
to compete  effectively.  In addition,  it is undergoing  rapid and  significant
technological  change,  and we expect  competition  to  intensify  as  technical
advances  in each field are made and become  more widely  known.  An  increasing
number of pharmaceutical  companies have been or are becoming  interested in the
development and  commercialization of products  incorporating  advanced or novel
drug delivery systems.  We expect that competition in the field of drug delivery
will  increase  in the  future as other  specialized  research  and  development
companies begin to concentrate on this aspect of the business. Some of the major
pharmaceutical  companies have invested and are continuing to invest significant
resources in the development of their own drug delivery systems and technologies
and some have invested funds in such specialized drug delivery  companies.  Many
of our  competitors  have longer  operating  histories  and  greater  financial,
research  and  development,  marketing  and  other  resources  than we do.  Such
companies may develop new  formulations  and products,  or may improve  existing
ones, more efficiently than we can. Our success,  if any, will depend in part on
our ability to keep pace with the changing  technology in the fields in which we
operate.

IF KEY  PERSONNEL  WERE TO LEAVE ELITE OR IF WE ARE  UNSUCCESSFUL  IN ATTRACTING
QUALIFIED PERSONNEL, OUR ABILITY TO DEVELOP PRODUCTS COULD BE MATERIALLY HARMED.

         Our success  depends in large part on our ability to attract and retain
highly qualified scientific, technical and business personnel experienced in the
development,  manufacture  and  marketing of  controlled  release drug  delivery
systems and  products.  Our business and  financial  results could be materially
harmed by the inability to attract or retain qualified personnel.

IF WE WERE  SUED ON A  PRODUCT  LIABILITY  CLAIM,  AN  AWARD  COULD  EXCEED  OUR
INSURANCE COVERAGE AND COST US SIGNIFICANTLY.

         The design,  development  and  manufacture  of our products  involve an
inherent risk of product  liability  claims.  We have procured product liability
insurance  having a maximum limit of  $5,000,000;  however,  a successful  claim
against  us in  excess  of the  policy  limits  could be very  expensive  to us,
damaging our financial position. The amount of our insurance coverage, which has
been limited due to our limited financial resources, may be materially below the
coverage   maintained  by  many  of  the  other  companies  engaged  in  similar
activities.  To the best of our knowledge,  no product  liability claim has been
made against us as of March 31, 2006.

                                       11





OUR STOCK PRICE HAS BEEN VOLATILE AND MAY FLUCTUATE IN THE FUTURE.

         There has been significant volatility in the market prices for publicly
traded shares of pharmaceutical companies, including ours. For the twelve months
ended March 31, 2006,  the closing sale price on the American  Stock Exchange of
our Common Stock fluctuated from a high of $4.42 per share to a low of $1.68 per
share.  The per share  price of our  Common  Stock  may not  remain at or exceed
current  levels.  The market  price for our Common  Stock,  and for the stock of
pharmaceutical  companies generally,  has been highly volatile. The market price
of our Common Stock may be affected by:

     o    Results of our clinical trials;

     o    Approval or disapproval of abbreviated  new drug  applications  or new
          drug applications;

     o    Announcements of innovations,  new products or new patents by us or by
          our competitors;

     o    Governmental regulation;

     o    Patent or proprietary rights developments;

     o    Proxy contests or litigation;

     o    News  regarding the efficacy of, safety of or demand for drugs or drug
          technologies;

     o    Economic  and  market   conditions,   generally  and  related  to  the
          pharmaceutical industry;

     o    Healthcare legislation;

     o    Changes in third-party reimbursement policies for drugs; and

     o    Fluctuations in our operating results.

As of this date sales of  substantial  amounts of the Common Stock in the public
market  are  eligible  for  sale by  these  holders  pursuant  to  exemption  or
registration  under the Securities Act.  Perceptions that substantial  sales may
take place in the future may lower the Common Stock's market price.

THE FAILURE TO MAINTAIN THE AMERICAN STOCK EXCHANGE  LISTING OF THE COMMON STOCK
WOULD HAVE A MATERIAL  ADVERSE EFFECT ON THE MARKET FOR THE COMMON STOCK AND ITS
MARKET PRICE.

         On January 4, 2006,  the Company  received a letter  from the  American
Stock  Exchange  ("AMEX")  notifying it that,  based on the Company's  unaudited
financial  statements as of September 30, 2005, the Company is not in compliance
with the continued listing standards set forth in the AMEX Company Guide in that
under one listing standard its shareholders'  equity is less than $4,000,000 and
it had losses from continuing  operations and/or net losses in three of its four
most recent fiscal years and under another  listing  standard its  shareholders'
equity is less than  $6,000,000  and it had losses  from  continuing  operations
and/or net losses in its five most recent  fiscal  years.  The  Company,  at the
request of AMEX,  submitted a plan on February 3,

                                       12





2006  advising  AMEX of  action,  it has taken,  and will  take,  to bring it in
compliance with the continued  listing  standards  within a maximum of 18 months
from  January  4, 2006.  On March 15,  2006,  the  Company  completed  a private
placement of its Series B Preferred Stock and warrants to purchase Common Stock.
The Company received  $10,000,000 in gross proceeds from the private  placement.
On March 21, 2006, the Company submitted an update to the plan it had previously
submitted on February 6, 2006.  Upon notice of the recent private  placement and
the acceptance of the updated plan,  AMEX provided the Company with an extension
until July 3, 2007 to regain  compliance with the continued  listing  standards.
AMEX will allow the  Company  to  maintain  its AMEX  listing  through  the plan
period,  subject to periodic review of the Company's progress by the AMEX staff.
If the Company is not in compliance with the continued listing standards or does
not make  progress  consistent  with such plan during the plan period,  AMEX may
then  initiate  delisting  proceedings.  The failure to maintain  listing of the
Common  Stock on AMEX will have an  adverse  effect on the market and the market
price for the Common Stock.

THE ISSUANCE OF  ADDITIONAL  SHARES OF OUR COMMON STOCK OR OUR  PREFERRED  STOCK
COULD MAKE A CHANGE OF CONTROL MORE DIFFICULT TO ACHIEVE.

         The issuance of additional  shares of the Company's Common Stock or the
issuance of shares of an additional  series of Preferred  Stock could be used to
make a change of control of the Company  more  difficult  and  expensive.  Under
certain  circumstances,  such shares could be used to create  impediments  to or
frustrate persons seeking to cause a takeover or to gain control of the Company.
Such  shares  could be sold to  purchasers  who  might  side  with the  Board in
opposing  a  takeover  bid  that  the  Board  determines  not to be in the  best
interests of its stockholders.  It might also have the effect of discouraging an
attempt by another  person or entity  through the  acquisition  of a substantial
number of shares of the Company's Common Stock to acquire control of the Company
with a view to  consummating  a  merger,  sale  of all or part of the  Company's
assets, or a similar transaction, since the issuance of new shares could be used
to dilute the stock ownership of such person or entity.

IF PENNY  STOCK  REGULATIONS  BECOME  APPLICABLE  TO OUR COMMON  STOCK THEY WILL
IMPOSE  RESTRICTIONS ON THE MARKETABILITY OF OUR COMMON STOCK AND THE ABILITY OF
OUR STOCKHOLDERS TO SELL SHARES OF OUR STOCK COULD BE IMPAIRED.

         The SEC has adopted  regulations  that generally define a "penny stock"
to be an equity security that has a market price of less than $5.00 per share or
an exercise  price of less than $5.00 per share  subject to certain  exceptions.
Exceptions  include  equity  securities  issued  by an  issuer  that has (i) net
tangible  assets of at least  $2,000,000,  if such issuer has been in continuous
operation  for more than three years,  or (ii) net  tangible  assets of at least
$5,000,000,  if such issuer has been in continuous operation for less than three
years, or (iii) average  revenue of at least  $6,000,000 for the preceding three
years.  Unless an exception is available,  the regulations require that prior to
any transaction  involving a penny stock, a risk of disclosure  schedule must be
delivered  to the buyer  explaining  the penny stock  market and its risks.  Our
Common  Stock is  currently  trading  at under  $5.00  per  share.  Although  we
currently fall under one of the  exceptions,  if at a later time we fail to meet
one of the  exceptions,  our Common Stock will be  considered a penny stock.  As
such the market liquidity for our Common Stock will be limited to the ability of
broker-dealers  to sell it in  compliance  with the  above-mentioned  disclosure
requirements.

                                       13





         You should be aware that,  according  to the SEC,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns include:

     o    Control of the market for the security by one or a few broker-dealers;

     o    "Boiler room" practices involving high-pressure sales tactics;

     o    Manipulation of prices through  prearranged  matching of purchases and
          sales;

     o    The release of misleading information;

     o    Excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

     o    Dumping  of  securities  by  broker-dealers  after  prices  have  been
          manipulated to a desired level, which hurts the price of the stock and
          causes investors to suffer loss.

     We are aware of the abuses that have  occurred  in the penny stock  market.
Although  we do not expect to be in a position  to dictate  the  behavior of the
market or of broker-dealers who participate in the market, we will strive within
the confines of practical limitations to prevent such abuses with respect to our
Common Stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW MAY DETER A THIRD PARTY FROM
ACQUIRING US.

         Section 203 of the Delaware General  Corporation Law prohibits a merger
with a 15% shareholder within three years of the date such shareholder  acquired
15%, unless the merger meets one of several exceptions.  The exceptions include,
for example,  approval by the holders of  two-thirds of the  outstanding  shares
(not  counting the 15%  shareholder),  or approval by the Board prior to the 15%
shareholder acquiring its 15% ownership. This provision makes it difficult for a
potential acquirer to force a merger with or takeover of the Company,  and could
thus  limit the price  that  certain  investors  might be  willing to pay in the
future for shares of our Common Stock.

                                       14





                                 USE OF PROCEEDS

         The Company  will not receive any  proceeds  from the sale of shares of
Common Stock by the Selling  Stockholders  by this  prospectus.  The proceeds (a
maximum  of  approximately  $738,525)  of the prior  sale by the  Company to the
Selling  Stockholders  of up to 246,175  shares of Common Stock upon exercise of
the Replacement Warrants will be used for working capital.

                          DESCRIPTION OF CAPITAL STOCK

         Our authorized  capital stock  consists of 65,000,000  shares of Common
Stock,  par value $.01 per share,  and 5,000,000  shares of Preferred Stock, par
value  $.01 per share  (the  "PREFERRED  STOCK"),  including  shares of Series A
Preferred Stock consisting of 143,442 shares, none of which are outstanding, and
including  shares of Series B 8%  Convertible  Preferred  Stock  (the  "SERIES B
PREFERRED STOCK"), consisting of 10,000 shares, all of which are outstanding. As
of March 31, 2006,  there were  outstanding  19,258,141  shares of Common Stock,
10,000 shares of Series B Preferred Stock,  options to purchase 2,971,250 shares
of our Common Stock and warrants to purchase 5,572,019 shares of Common Stock.

COMMON STOCK

     SUBJECT TO THE RIGHTS OF THE  HOLDERS  OF ANY  SERIES OF  PREFERRED  STOCK,
WHICH MAY BE ISSUED:

         The  holders of  outstanding  shares of Common  Stock are  entitled  to
receive dividends out of assets legally available therefore at such times and in
such amounts as our Board of Directors may from time to time determine.

         Each stockholder is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.

         The  Common  Stock is not  entitled  to  preemptive  rights  and is not
subject to conversion or redemption. Upon liquidation, dissolution or winding up
of  Elite,   the  remaining   assets  legally   available  for  distribution  to
stockholders,  after payment of claims or creditors,  are distributable  ratably
among the holders of the Common Stock outstanding at that time. Each outstanding
share of Common Stock is fully paid and nonassessable.

         See "PREFERRED STOCK" for senior rights of outstanding shares of Series
A Preferred  Stock with respect to dividends and liquidation and their rights to
participate  on as a  converted  basis  with the  Common  Stock  in  liquidation
payments to Common Stock and voting

PREFERRED STOCK

         The Company's Board of Directors has authority to issue up to 5,000,000
shares  of  Preferred  Stock  in one or  more  series  and  to fix  the  powers,
designations,  rights,  preferences and restrictions thereof, including dividend
rights,   conversion  rights,  voting  rights,   redemption  terms,

                                       15





liquidation  preferences and the number of shares constituting each such series,
without any further vote or action by the Company's stockholders.

         SERIES A PREFERRED STOCK. On October 6, 2004, pursuant to the authority
of its Board of  Directors,  the Company  filed with the  Secretary  of State of
Delaware the  Certificate of  Designations,  Preferences  and Rights of Series A
Preferred  Stock (the "SERIES A PREFERRED  CERTIFICATE")  providing  for 660,000
authorized  shares.  On  March  10,  2006 the  Company  filed a  Certificate  of
Retirement  with the Secretary of State of Delaware to retire  516,558 shares of
Series A Preferred Stock. No shares of Series A Preferred Stock are outstanding.

         SERIES B PREFERRED STOCK. On March 15, 2006,  pursuant to the authority
of its Board of  Directors,  the Company  filed with the  Secretary  of State of
Delaware the  Certificate of  Designations,  Preferences  and Rights of Series B
Preferred  Stock (the  "SERIES B PREFERRED  CERTIFICATE")  providing  for 10,000
authorized shares.

         In March 2006, the Company in a private  placement  issued an aggregate
of 10,000 shares of Series B Preferred  Stock and warrants,  expiring  March 15,
2011, to purchase 2,222,222 shares of Common Stock.

         The Series B Preferred  Stock  accrue  dividends  at the rate of 8% per
annum on their purchase  price of $1,000 per share  (increasing to 15% per annum
after  March 15,  2008)  payable  quarterly  on  January  1, April 1, July 1 and
October 1, in cash or shares of Common  Stock (95% of the  average of the volume
weighted  average price ("VWAP") for the 20  consecutive  trading days ending on
the trading  day that is  immediately  prior to the  dividend  payment  date) in
accordance with the terms of the Series B Preferred Certificate.  Any dividends,
whether  paid in cash or  shares  of Common  Stock,  that are not paid  within 5
trading days,  following a dividend  payment date,  shall continue to accrue and
shall  entail a late  fee,  which  must be paid in cash,  at the rate of 18% per
annum or the lesser rate permitted by applicable law (such fees to accrue daily,
from the dividend  payment date through and including the date of payment).  The
first  payment to be made on April 1,  2006.  No  payment  or  dividends  may be
payable on Common Stock or any other capital stock ranked junior to the Series B
Preferred  Stock prior to the  satisfaction  of the dividend  obligation  on the
Series B Preferred Stock.

         Upon the liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary ("LIQUIDATION"), each share of Series B Preferred Stock
is to be  entitled  to a  preference  equal to the  Stated  Value (the per share
purchase  price  ($1,000  subject to  adjustment)),  plus any accrued but unpaid
dividends  thereon and any other fees or liquidated  damages owing thereon which
preference  is prior to any other  capital  stock ranked  junior to the Series B
Preferred Stock.

         The holders of Series B Preferred  Stock do not have any voting  rights
except as  specifically  provided  in the Series B Preferred  Certificate  or as
required by law.  The Company  may not  without  the prior  affirmative  vote of
holders  of at least 70% of the then  outstanding  shares of Series B  Preferred
Stock: (i) alter or change adversely the powers,  preferences or rights given to
the  Series  B  Preferred  Stock  or alter  or  amend  the  Series  B  Preferred
Certificate,  (ii)  authorize  or  create  any  class  of  stock  ranking  as to
dividends,  redemption or distribution of assets upon a Liquidation senior to or
otherwise  PARI  PASSU  with the  Series B  Preferred  Stock,  (iii)  amend  its
certificate of  incorporation,  bylaws or other charter  documents in any manner
that  adversely  affects  any rights of the  holders  of the Series B  Preferred
Stock,  (iv)  increase  the

                                       16





authorized  number of shares of Series B  Preferred  Stock,  (v) enter  into any
agreement  with  respect to any of the  foregoing,  (vi)  other  than  Permitted
Indebtedness (as defined in the Preferred  Certificate)  prior to March 16, 2009
incur  any  indebtedness  for  borrowed  money of any  kind,  (vii)  other  than
Permitted  Liens (as  defined in the Series B  Preferred  Certificate)  prior to
March 16, 2009,  incur any liens of any kind,  (viii) other than as permitted by
the Series B Preferred  Certificate,  repay or repurchase other than more than a
de  minimis  number  of  shares of Common  Stock or  securities  convertible  or
exchangeable  into Common Stock, (ix) pay cash dividends or distributions on any
of our securities  junior to the Series B Preferred  Stock or (x) enter into any
agreement  or  understanding  with respect to clauses  (iii),  (vi),  (vii),  or
(viii).  Notwithstanding the above, the Company may issue any security issued in
connection  with a Strategic  Transaction  (as defined in the Series B Preferred
Certificate)  that ranks as to dividends,  redemption or  distribution of assets
upon a  Liquidation  PARI PASSU with or junior to the Series B  Preferred  Stock
without the prior affirmative vote of holders of the then outstanding  shares of
Series B Preferred Stock.

         Each share of Series B Preferred  Stock is initially  convertible  into
444.4444 shares of Common Stock at $2.25 initial  conversion  price,  subject to
adjustment for certain events, including dividends,  stock splits,  combinations
and the sale of Common Stock or securities  convertible  into or exercisable for
Common Stock at a price less than the then applicable  conversion  price. If the
Company does not meet its share delivery  requirements set forth in the Series B
Preferred  Certificate,  the holders of Preferred Stock shall be entitled to (i)
liquidated damages,  payable in cash, and (ii) cash equal to the amount by which
such holder's  total  purchase  price for the shares of Common Stock exceeds the
product of (1) the  aggregate  number of shares of Common Stock that such holder
was  entitled to receive  from the  conversion  at issue  multiplied  by (2) the
actual  sale  price  at  which  the  sell  order  giving  rise to such  purchase
obligation was executed.

         The Company may force conversion of the Series B Preferred Stock in the
event the  Company  provides  written  notice  to the  holders  of the  Series B
Preferred Stock that the VWAP (as defined in the Series B Preferred Certificate)
for each 20 consecutive trading day period during a Threshold Period (as defined
in the Series B Preferred  Certificate)  of Common Stock exceeded $5.38 (subject
to adjustment) and the volume for each trading day during such Threshold  Period
exceed  50,000  shares  (subject to  adjustment  for  forward and reverse  stock
splits, recapitalizations, stock dividends and the like).

         Upon the  occurrence  of certain  Triggering  Events (as defined in the
Preferred Certificate), each share of Series B Preferred Stock is to be redeemed
for cash in an amount  equal to (i) 130% of the Stated  Value,  (ii) all accrued
but unpaid dividends  thereon and (iii) all liquidated  damages and other costs,
expenses  or  amounts  due in  respect  of the  Series B  Preferred  Stock  (the
"TRIGGERING REDEMPTION AMOUNT"). If at any time the SEC, the Company's auditors,
American Stock Exchange (or similar trading exchange) or any other  governmental
or regulatory  authority having  jurisdiction over the Company determines that a
Triggering  Event  for which a holder  shall be  entitled  to a cash  redemption
constitutes a condition for redemption which is not solely within the control of
the  Company  (as set  forth in Item 28 of Rule  5-02 of  Regulation  S-X of the
Securities  Exchange Act of 1934,  as amended),  or that as a result of any such
Triggering  Event,  the Series B  Preferred  Stock  shall not be included in the
Company's balance sheet under the heading "stockholder equity", then the holders
of Series B Preferred Stock shall not be entitled to receive a cash payment, but
instead  shall be  entitled  to  receive  shares of Common  Stock in the  manner
described in the next sentence.  Upon the occurrence of certain other

                                       17





Triggering Events,  each share of Series B Preferred Stock is to be redeemed for
shares of Common  Stock  equal to the number of shares of Common  Stock equal to
the Triggering  Redemption  Amount divided by 85% of the average of the VWAP for
the 10 consecutive trading days immediately prior to the date of the redemption.

         The Company may redeem all of the Series B Preferred Stock outstanding,
at any time after March 15, 2008 for a redemption  price,  payable in cash,  for
each share of Series B Preferred  Stock  equal to (i) 150% of the Stated  Value,
(ii) accrued but unpaid dividends  thereon and (iii) all liquidated  damages and
other amounts due in respect of the Series B Preferred Stock.

ANTI-TAKEOVER PROVISIONS

         We are subject to the provisions of Section 203 of the Delaware General
Corporation Law.  Section 203 of the Delaware Law provides,  subject to a number
of  exceptions,  that a  Delaware  corporation  may not engage in any of a broad
range of business combinations with a person or an affiliate, or an associate of
an affiliate,  who is an  "interested  stockholder"  for a period of three years
from the date that person became an interested stockholder unless:

     o    the   transaction   resulting  in  a  person  becoming  an  interested
          stockholder,  or the business combination, is approved by the board of
          directors of the  corporation  before the person becomes an interested
          stockholder,

     o    the  interested  stockholder  acquired 85% or more of the  outstanding
          voting stock of the  corporation  in the same  transaction  that makes
          this  person an  interested  stockholder,  excluding  shares  owned by
          persons who are both  officers and directors of the  corporation,  and
          the shares held by certain employee stock ownership plans, or

     o    on or after the date the person becomes an interested stockholder, the
          business  combination  is  approved  by  the  corporation's  board  of
          directors and by the holders of at least  66-2/3% of the  corporations
          outstanding  voting stock at an annual or special  meeting,  excluding
          the shares owned by the interested stockholder.

         Under Section 203 of the Delaware Law, an "interested  stockholder"  is
defined as any person who is either the owner of 15% or more of the  outstanding
voting stock of the  corporation or an affiliate or associate of the corporation
and who was the  owner  of 15% or more of the  outstanding  voting  stock of the
corporation at any time within the three-year  period  immediately  prior to the
date on which it is sought to be determined whether such person is an interested
stockholder.

         A  corporation  may, at its  option,  exclude  itself from  coverage of
Section 203 of the Delaware Law by amending its certificate of  incorporation or
by-laws, by action of its stockholders, to exempt itself from coverage, provided
that the  amendment  to the  certificate  of  incorporation  or by-laws does not
become effective until 12 months after the date it is adopted.

                                       18





                              SELLING STOCKHOLDERS

         The  Selling  Stockholders  are  offering  shares of our  Common  Stock
acquired upon exercise of Replacement  Warrants.  The Replacement  Warrants were
issued in a private  placement,  to those holders of our Short Term Warrants and
Long  Term  Warrants  who  exercised  for cash a five year  replacement  warrant
exercisable at a price of $3.00 per share for the number of shares of our Common
Stock as is equal to 30% of the  aggregate  number of  shares  of  Common  Stock
acquired  upon exercise of such Long Term and/or Short Term Warrant for cash. We
paid Indigo Securities,  LLC, the Placement Agent, and its selected dealers cash
commissions  aggregating  $76,418.37  and issued to them warrants to purchase an
aggregate of 25,473 shares of Common Stock. at a price of $3.00 per share.

         We have agreed to file, at our expense,  the Registration  Statement of
which this  prospectus is a part to register for reoffering the shares of Common
Stock acquired upon exercise of the Replacement Warrants.

         The following table details the name of each Selling  Stockholder,  the
number of shares of our Common Stock owned by each Selling  Stockholder  and the
number of shares of our Common  Stock that may be offered for resale  under this
prospectus.  To the extent permitted by law, the Selling  Stockholders which are
not natural  persons may distribute  shares from time to time, to one or more of
their respective affiliates,  which may sell shares pursuant to this prospectus.
We have  registered  the shares to permit  the  Selling  Stockholders  and their
respective  permitted  transferees or other  successors in interest that receive
their  shares from Selling  Stockholders  after the date of this  prospectus  to
resell the shares.  Because each Selling Stockholder may offer all, some or none
of the  shares  it  holds,  and  because  there  are  currently  no  agreements,
arrangements or understandings with respect to the sale of any of the shares, no
definitive estimate as to the number of shares that will be held by each Selling
Stockholder  after the offering can be provided.  The Selling  Stockholders  may
from time to time offer all or some of the  shares  pursuant  to this  offering.
Pursuant  to Rule  416  under  the  Securities  Act of  1933,  the  Registration
Statement of which this  prospectus is a part also covers any additional  shares
of our Common Stock which become issuable in connection with such shares because
of  any  stock  dividend,   stock  split,   recapitalization  or  other  similar
transaction  effected without the receipt of  consideration  which results in an
increase in the number of outstanding shares of our Common Stock.

         The following table has been prepared on the assumption that all shares
offered  under this  prospectus  will be sold to parties  unaffiliated  with the
Selling Stockholders.  Except as indicated by footnote, the Selling Stockholders
have sole voting and investment power with their respective shares.  Percentages
in  the  table  below  are  based  on  19,258,141  shares  of our  Common  Stock
outstanding  as of March  31,  2006  and  assumes  that  all of the  Replacement
Warrants will have been exercised.

         No selling  stockholders are  broker-dealers or affiliates or employees
of broker-dealers  other than Indigo Securities,  LLC, Eric Brachfeld and Edward
Neugeboren.

         Except as described below, none of the selling  stockholders within the
past  three  years  has  had  any  material  relationship  with us or any of our
affiliates:

     o    Mr.  Chris  Dick,  is  the  Executive   Vice  President  of  Corporate
          Development of the Company;

                                       19





     o    Dr. Charan Behl is the Executive Vice  President and Chief  Scientific
          Officer of the Company;

     o    Indigo  Securities,  LLC  has  acted  as a  placement  agent  and as a
          financial advisor to the Company;

     o    Mr.  Edward  Neugeboren  is a current  director  of the Company and an
          employee of Indigo Securities, LLC;

     o    Mr. Myron Neugeboren is the father of Mr. Edward Neugeboren; and

     o    Mr. Eric Brachfeld is the managing member of Indigo Securities, LLC.




---------------------------------------- ------------------- ------------------- -------------- --------------
                                               Shares                            Shares Owned   Shares Owned
                                            Beneficially                             After          After
                                           Owned Prior to     Number of Shares     Offering       Offering
           Name and Address                  Offering*       Which May Be Sold*     Number         Percent
---------------------------------------- ------------------- ------------------- -------------- --------------
                                                                                        
Chris Dick and Hedy E. Rogers                135,377(1)            2,439            132,938          **
3043 Comfort Road
New Hope, PA 18938
---------------------------------------- ------------------- ------------------- -------------- --------------
Wheaten HealthCare Partners LP               383,738(2)            30,488           353,250         1.82%
212 Durham Avenue, Building 1,
Suite 201
Metuchen, NJ 08840
---------------------------------------- ------------------- ------------------- -------------- --------------
Charan R. Behl, Ph.D.                        546,000(3)            30,000           516,000         2.67%
658 Veterans Memorial HWY,
Apt. 1A
Hanppange, NY 11788
---------------------------------------- ------------------- ------------------- -------------- --------------
Eric Brachfeld                               85,534(4)             1,500            84,034           **
890 West End Ave., Apt. 16D,
New York, NY 10025
---------------------------------------- ------------------- ------------------- -------------- --------------
Myron Neugeboren                             44,340(5)             3,049            41,291           **
199 Wells Hill Road
Lakeville, CT 06039
---------------------------------------- ------------------- ------------------- -------------- --------------
Edward Neugeboren                            221,063(6)            3,049            218,014         1.12%
282 New Norwalk Road
New Canaan, CT 06840
---------------------------------------- ------------------- ------------------- -------------- --------------
Valor Capital Management                     998,736(7)            91,464           907,272         4.64%
137 Rowagton Ave.
Rowagton, CT 06853
---------------------------------------- ------------------- ------------------- -------------- --------------
Neil V. Moody Revocable Trust                127,949(8)            14,144           113,805          **
c/o Neil V. Moody
100 Sands Point Road, #305
Longboat Key, Fl 34228
---------------------------------------- ------------------- ------------------- -------------- --------------
Fineman Revocable Trust                      155,370(9)            10,715           144,655          **
c/o David Fineman
40 Lincoln Avenue
Piedmont, CA 94611
---------------------------------------- ------------------- ------------------- -------------- --------------
RC II Ltd.                                  233,044(10)            16,071           216,973         1.12%
The Metropole
Roseville Street
St. Helier Jersey
Channel Islands, UK JEI 4HE
---------------------------------------- ------------------- ------------------- -------------- --------------


                                       20






---------------------------------------- ------------------- ------------------- -------------- --------------
                                               Shares                            Shares Owned   Shares Owned
                                            Beneficially                             After          After
                                           Owned Prior to     Number of Shares     Offering       Offering
           Name and Address                  Offering*       Which May Be Sold*     Number         Percent
---------------------------------------- ------------------- ------------------- -------------- --------------
                                                                                         
Amy Daly                                     82,146(11)            10,715           71,431           **
PO Box 882890
Steamboat Springs, CO 80488
---------------------------------------- ------------------- ------------------- -------------- --------------
Peter J. O'Gorman                            86,455(12)            7,071            79,384           **
Rosemary A. O'Gorman
31 Old Chimney Road
Upper Saddle River, NJ 07458
---------------------------------------- ------------------- ------------------- -------------- --------------
Indigo Securities, LLC                      319,899 (13)           25,473           294,426          **
780 Third Avenue
New York, NY 10017
---------------------------------------- ------------------- ------------------- -------------- --------------



*    The shares offered by the Private  Placement  Selling  Stockholders are the
     shares which may be acquired by them upon exercise of Replacement Warrants.

**   Less than 1%

(1)  Includes 100,000 shares issuable upon exercise of options held by Mr. Dick,
     Long Term Warrants to purchase 8,130 shares of Common Stock and Replacement
     Warrants to purchase 2,439 shares of Common Stock held by Mr. Dick and Hedy
     Rogers as joint tenants.

(2)  Includes Long Term Warrants to purchase  101,625 shares of Common Stock and
     Replacement Warrants to purchase 30,488 shares of Common Stock.

(3)  Includes Long Term Warrants to purchase  100,000 shares of Common Stock and
     Replacement Warrants to purchase 30,000 shares of Common Stock. Dr. Behl is
     an executive officer of the Company.

(4)  Includes  Long Term  Warrants to purchase  5,000 shares of Common Stock and
     Replacement  Warrants to purchase  1,500  shares of Common  Stock and other
     warrants to purchase 63,781 shares of Common Stock.

(5)  Includes Long Term  Warrants to purchase  10,163 shares of Common Stock and
     Replacement Warrants to purchase 3,049 shares of Common Stock.

(6)  Includes  30,000  shares  issuable  upon  exercise  of options  held by Mr.
     Neugeboren,  Replacement  Warrants to purchase 3,049 shares of Common Stock
     and Long Term Warrants to purchase  10,163 shares of Common Stock and other
     warrants to purchase 147,363 shares of Common Stock.

(7)  Includes Long Term Warrants to purchase  304,880 shares of Common Stock and
     Replacement Warrants to purchase 91,464 shares of Common Stock.

(8)  Includes Long Term  Warrants to purchase  47,145 shares of Common Stock and
     Replacement Warrants to purchase 14,144 shares of Common Stock.

(9)  Includes Long Term  Warrants to purchase  35,715 shares of Common Stock and
     Replacement Warrants to purchase 10,715 shares of Common Stock.

(10) Includes Long Term  Warrants to purchase  53,570 shares of Common Stock and
     Replacement Warrants to purchase 16,071 shares of Common Stock.

(11) Includes Long Term  Warrants to purchase  35,715 shares of Common Stock and
     Replacement Warrants to purchase 10,715 shares of Common Stock.

(12) Includes Long Term  Warrants to purchase  23,570 shares of Common Stock and
     Replacement Warrants to purchase 7,071 shares of Common Stock.

(13) Includes Replacement Warrants to purchase 25,473 shares of Common Stock and
     other warrants to purchase 294,426 shares of Common Stock.

                                       21





                              PLAN OF DISTRIBUTION

OFFER AND SALE OF SHARES

         A Selling  Stockholder,  including in such  definition in this section,
the Placement Agent and its associates, or a pledgee, donee, transferee or other
successor-in-interest  who  receives  shares  offered by the  prospectus  from a
Selling  Stockholder  as a  gift,  pledge,  partnership  distribution  or  other
non-sale related transfer, may offer and sell shares in the following manner:

     o    on the American Stock Exchange  ("AMEX") or otherwise at prices and at
          terms then  prevailing or at prices related to the then current market
          price;

     o    at fixed prices, which may be changed; or

     o    in privately-negotiated transactions.

         A  Selling  Stockholder  or  a  pledgee,  donee,  transferee  or  other
successor-in-interest  who receives  shares  offered by this  prospectus  from a
Selling  Stockholder,  may sell the shares in one or more of the following types
of  transactions  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices or at negotiated prices:

     o    a block trade in which a broker-dealer engaged to sell shares may sell
          all of such shares in one or more blocks as agent;

     o    a  broker-dealer  may purchase as principal  and resell shares for its
          own account pursuant to this prospectus;

     o    an exchange distribution in accordance with the rules of the Amex or a
          quotation system;

     o    upon the exercise of options written relating to the shares;

     o    ordinary  brokerage  transactions  or transactions in which the broker
          solicits purchasers;

     o    a privately-negotiated transaction; and

     o    any  combination  of  the  foregoing  or  any  other  available  means
          allowable under law.

         From time to time, a Selling Stockholder may transfer,  pledge,  donate
or assign its shares or  replacement  warrants  to lenders or others and each of
those persons will be deemed to be a "Selling  Stockholder" for purposes of this
prospectus. The number of shares beneficially owned by a Selling Stockholder may
decrease as, when and if he takes such actions. The plan of distribution for the
Selling  Stockholder's  shares sold under this prospectus will otherwise  remain
unchanged, except that the transferees, pledges, donees or other successors will
become Selling Stockholders under this prospectus.  The Company will prepare and
file an amendment to  supplement to this  prospectus to identify any  additional
Selling Stockholders.

         A Selling Stockholder may enter into hedging,  derivative or short sale
transactions  with  broker-dealers  in connection with sales or distributions of
the shares being offered by this

                                       22





prospectus or otherwise.  In these  transactions,  broker-dealers  may engage in
short  sales of the shares in the course of hedging  the  positions  they assume
with the Selling  Stockholder.  A Selling Stockholder also may sell shares short
and redeliver  the shares to close out short  positions and engage in derivative
or hedging  transactions.  A Selling  Stockholder may enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares.  The  broker-dealer  may then resell or  otherwise  transfer  the
shares under this prospectus.  A Selling Stockholder also may loan or pledge the
shares to a broker-dealer.  The broker-dealer may sell the loaned shares or upon
a default the broker-dealer may sell the pledged shares under this prospectus.

SELLING THROUGH BROKER-DEALERS

         A Selling  Stockholder  may select  broker-dealers  to sell its shares.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling  Stockholders.  Broker-dealers so engaged may arrange for
other  broker-dealers,  commissions or discounts or concessions in amounts to be
negotiated  immediately  before any sale. In connection  with such sales,  these
broker-dealers,   any  other   participating   broker-dealers,   and  a  Selling
Stockholder    and   certain    pledges,    donees,    transferees   and   other
successors-in-interest, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the  "SECURITIES  ACT")
in connection  with the sale of the shares.  Accordingly,  any such  commission,
discount  or  concession  received  by them and any  profit on the resale of the
shares  purchased  by  them  may  be  deemed  to be  underwriting  discounts  or
commissions  under the  Securities  Act.  Because a Selling  Stockholder  may be
deemed  to be an  "underwriter"  within  the  meaning  of  Section  2(11) of the
Securities  Act,  the  Selling  Stockholder  will be subject  to the  prospectus
delivery requirements of the Securities Act.

         Any  securities  covered  by this  prospectus  which  qualify  for sale
pursuant  to  Rule  144  under  the  Securities  Act  or  other  exemption  from
registration   may  be  sold  under  Rule  144  or  such  other  exemption  from
registration  rather  than under this  prospectus.  There is no  underwriter  or
coordinating  broker acting in connection  with the proposed sales of the shares
covered by this prospectus.

         Under  current  applicable  rules  and  regulations  of the  Securities
Exchange Act of 1934, any person engaged in the  distribution  of the shares may
not simultaneously engage in market making activities with respect to our Common
Stock  for a period  of two  business  days  prior to the  commencement  of such
distribution.   In  addition,  each  Selling  Stockholder  will  be  subject  to
applicable  provisions of the Securities Exchange Act of 1934 and the associated
rules and  regulations  under the  Securities  Exchange  Act of 1934,  including
Regulation  M, which  provisions  may limit the timing of purchases and sales of
shares of our Common Stock by the Selling  Stockholders.  We will make copies of
this  prospectus  available to the Selling  Stockholders  and inform them of the
need for delivery of copies of this  prospectus to purchasers at or prior to the
time of any sale of the shares being offered pursuant to this prospectus.

         The  Selling  Stockholders  are  not  obligated  to,  and  there  is no
assurance that the Selling Stockholders will, sell any or all of the shares.

         We will  bear  all  costs,  expenses  and fees in  connection  with the
registration of the resale of the shares covered by this prospectus. The Selling
Stockholders  will pay any applicable  underwriters'  commissions  and expenses,
brokerage fees or transfer taxes.

                                       23





                                  LEGAL MATTERS

         Reitler Brown & Rosenblatt  LLC, New York,  New York, as counsel to the
Company  will pass upon  whether  the  shares  of Common  Stock  which are being
registered  under the  Securities Act of 1933, as amended,  by the  Registration
Statement of which this prospectus is a part are fully paid,  nonassessable  and
validly issued.

                                     EXPERTS

         Our consolidated  financial  statements as of March 31, 2005, March 31,
2004 and March 31, 2003 and for the years ended March 31,  2005,  March 31, 2004
and March 31, 2003,  incorporated  by reference  in this  prospectus,  have been
audited  by  Miller,  Ellin &  Company,  LLP,  New York,  New York,  independent
certified public  accountants,  as indicated in its report with respect thereto,
and is  incorporated by reference in this prospectus in reliance upon its report
given upon the authority of said firm as experts in accounting and auditing.

                           INCORPORATION BY REFERENCE

         The  Securities  and Exchange  Commission  allows us to  incorporate by
reference the information that we file with it, which means that we can disclose
important  information  to  you  by  referring  you  to  those  documents.   The
information  incorporated  by  reference  into this  registration  statement  is
considered to be part of this  registration  statement,  and information that we
file later with the  Commission  will  automatically  update and supersede  this
information.  We  incorporate  by reference the  documents  listed below and any
future  filings  (including  those filed by us prior to the  termination  of the
offering) we make with the Commission under Sections 13(a),  13(c), 14, or 15(d)
of the Exchange Act:

     a.   our  annual  report on Form 10-K for the year  ended  March 31,  2005,
          filed with the Commission on June 29, 2005;

     b.   our quarterly report on Form 10-Q for the quarter ended June 30, 2005,
          filed with the Commission on August 15, 2005;

     c.   our quarterly  report on Form 10-Q for the quarter ended September 30,
          2005, filed with the Commission on November 14, 2005;

     d.   our quarterly  report on Form 10-Q for the quarter ended  December 31,
          2005, filed with the Commission on February 14, 2005; and

     e.   our  current  reports on Form 8-K dated  January 4, 2006,  January 10,
          2006, January 31, 2006, March 9, 2006, March 10, 2006, March 15, 2006,
          March 22, 2006 and March 29, 2006.

                                       24





         You may request a copy of these filings, at no cost, by written or oral
request to us at the following address:

                                    Mark I. Gittelman
                                    Corporate Secretary
                                    Elite Pharmaceuticals, Inc.
                                    165 Ludlow Avenue
                                    Northvale, New Jersey 07647
                                    (201) 750-2646

         No person has been  authorized to give any  information  or to make any
representation  other than those contained in this prospectus in connection with
the offering of the shares of our Common Stock by the Selling  Stockholders.  If
information or representations other than those contained in this prospectus are
given or made,  you must not  rely on it as if we  authorized  it.  Neither  the
delivery  of this  prospectus  nor any sale  made  hereunder  shall,  under  any
circumstances,   create  an  implication  that  the  information   contained  or
incorporated  by reference  herein is correct as of any time  subsequent  to its
date or that  there has been no change in our  affairs  since  such  date.  This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any  securities  offered hereby in any  jurisdiction  in which such offer or
solicitation  is not  permitted,  or to anyone  whom it is unlawful to make such
offer or  solicitation.  The  information in this prospectus is not complete and
may be changed.

                                       25





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following is a statement of the estimated  expenses  incurred by Elite
Pharmaceuticals,  Inc. in connection  with the  distribution  of the  securities
registered under this registration statement:

                                     AMOUNT
                                  TO BE PAID *
                                  ------------

                  SEC Registration Fee........... $[_______]
                  Legal Fees and Expenses........ $15,000.00*
                  Accounting Fees and Expenses... $ 1,000.00
                  Printing Expenses.............. $ 2,000.00*
                  Miscellaneous.................. $ 2,000.00*
                                                  -----------

                  Total.......................... $[_______]*

         *  Estimated

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to authority  conferred by Section 102 of the Delaware General
Corporation Law (the "DGCL"), Elite's Certificate of Incorporation,  as amended,
contains a provision  providing  that the  personal  liability  of a director is
eliminated  to the  fullest  extent  provided  by the DGCL.  The  effect of this
provision  is that no  director  of Elite is  personally  liable to Elite or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for  liability  for (i) any breach of the  director's  duty of loyalty to
Elite or its  stockholders,  (ii) acts or  omissions  not in good faith or which
involve  intentional  misconduct or a knowing  violation of law,  (iii) unlawful
payment  of  dividends  as  provided  in  Section  174 of the  DGCL and (iv) any
transaction from which the director derived an improper personal  benefit.  This
provision is intended to eliminate the risk that a director might incur personal
liability  to  Elite  or its  stockholders  for  breach  of  duty of  care.  The
Certificate of Incorporation, as amended, also provides that if the Delaware Law
is amended to eliminate or limit further the  liability of  directors,  then the
liability of a director of Elite shall be eliminated or limited, without further
stockholder action.

         Section 145 of the DGCL  contains  provisions  permitting  and, in some
situations,   requiring  Delaware  corporations,   such  as  Elite,  to  provide
indemnification  to their  officers  and  directors  for losses  and  litigation
expenses  incurred in connection  with their service to the corporation in those
capacities.  The by-laws of Elite  contain  such a provision  requiring  that we

                                      II-1





indemnify our directors and officers to the fullest extent  permitted by law, as
the law may be amended from time to time.

         Elite in its registration  rights agreement with each of the purchasers
in the private  placement of the Warrants has agreed to indemnify  the purchaser
against  damages  or losses and  expenses  arising  from any losses or  expenses
incurred  in  connection  with a loss or alleged  loss  arising  from a material
misstatement in or a material  omission from the  Registration  Statement except
for a material misstatement or omission based on written information provided to
Elite by the purchaser.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers and  controlling  persons of Elite
pursuant to the foregoing provisions or otherwise,  it has been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

ITEM 16.  EXHIBITS

4.1  Certificate  of  Incorporation,   together  with  all  amendments  thereto,
     incorporated by reference to Exhibit 4.1 to the  Registration  Statement on
     Form S-4, Registration No. 333-101686 filed with the Commission on December
     6, 2002 and Exhibit 3.1 to Registrant's Current Report on Form 8-K*.

4.2  By-laws of Elite,  as amended.  Incorporated by reference to Exhibit 3.1 to
     Elite's  Registration  Statement on Form SB-2,  Registration No. 333-90633,
     made effective on February 28, 2000.

4.3  Form of Common Stock certificate.  Incorporated by reference to Exhibit 4.1
     to Elite's Registration Statement on Form SB-2, Registration No. 333-90633,
     made effective on February 28, 2000.

4.4  Form of Replacement  Warrant.  Incorporated  by reference to Exhibit 4.1 to
     Elite's  Current  Report on Form 8-K dated December 14, 2005 and filed with
     the Commission on December 20, 2005.

4.5  Form of Placement  Agent Warrant.  Incorporated by reference to Exhibit 4.2
     to Elite's  Current  Report on Form 8-K dated  December  14, 2005 and filed
     with the Commission on December 20, 2005.

5.1  Opinion of Reitler Brown & Rosenblatt LLC.

10.1 Form of Warrant  Exercise  Agreement  between the Registrant and holders of
     Existing  Warrants.  Incorporated  by  reference to Exhibit 10.1 to Elite's
     Current  Report  on Form 8-K dated  December  14,  2005 and filed  with the
     Commission on December 20, 2005.

10.2 Form of Registration Rights Agreement. Incorporated by reference to Exhibit
     10.2 to Elite's  Current  Report on Form 8-K dated  December  14,  2005 and
     filed with the Commission on December 20, 2005.

10.3 Placement  Agent  Agreement  between Indigo  Securities and the Registrant.
     Incorporated by reference to Exhibit 10.3 to Elite's Current Report on Form
     8-K dated  December 14, 2005 and filed with the  Commission on December 20,
     2005.

23.1 Consent of Miller, Ellin & Company LLP.

                                      II-2





23.2 Consent of Reitler  Brown & Rosenblatt  LLC (included in Exhibit 5.1 above)

24.1 Power of Attorney (included on Signature page).

---------------
* Dated October 6, 2004 and filed with the Commission on October 12, 2004.

ITEM 17.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (a)(1)   To file,  during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;  notwithstanding the foregoing, any increase or decrease
in volume of  securities  offered (if the total dollar  value of the  securities
offered would not exceed that which was registered) may be reflected in the form
of prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if the change in volume  represents  no more than a 20 percent  change in
the  maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
Registration Fee" table in the effective registration statement; and

                  (iii)    To include any material  information  with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in this registration statement.

         (2)      That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (4)      That,  for purposes of  determining  any  liability  under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to  Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934 (and where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by

                                      II-3





reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (B)      INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS,  OFFICERS AND  CONTROLLING
PERSONS OF THE REGISTRANT  PURSUANT TO THE FOREGOING  PROVISIONS,  OR OTHERWISE,
THE  REGISTRANT  HAS BEEN  ADVISED  THAT IN THE  OPINION OF THE  SECURITIES  AND
EXCHANGE  COMMISSION SUCH  INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED
IN THE SECURITIES  ACT OF 1933 AND IS,  THEREFORE,  UNENFORCEABLE.  IN THE EVENT
THAT A CLAIM  FOR  INDEMNIFICATION  AGAINST  SUCH  LIABILITIES  (OTHER  THAN THE
PAYMENT BY THE REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR
CONTROLLING  PERSON OF THE REGISTRANT IN THE  SUCCESSFUL  DEFENSE OF ANY ACTION,
SUIT OR PROCEEDING) IS ASSERTED AGAINST THE REGISTRANT BY SUCH DIRECTOR, OFFICER
OR CONTROLLING  PERSON IN CONNECTION WITH THE SECURITIES BEING  REGISTERED,  THE
REGISTRANT  WILL,  UNLESS IN THE  OPINION  OF ITS  COUNSEL  THE  MATTER HAS BEEN
SETTLED BY CONTROLLING PRECEDENT,  SUBMIT TO A COURT OF APPROPRIATE JURISDICTION
THE QUESTION  WHETHER SUCH  INDEMNIFICATION  BY IT IS AGAINST  PUBLIC  POLICY AS
EXPRESSED  IN THE  SECURITIES  ACT OF 1933 AND  WILL BE  GOVERNED  BY THE  FINAL
ADJUDICATION OF SUCH ISSUE.

         (c)(1)   For purposes of determining any liability under the Securities
Act of 1933, the information  omitted from the form of prospectus  filed as part
of this  registration  statement in reliance  upon Rule 430A and  contained in a
form of prospectus filed by the Registrant  pursuant to Rule 424(b)(1) or (4) or
497(b)  under  the  Securities  Act of 1933  shall be  deemed to be part of this
registration statement as of the time it was declared effective.

         (2)      For  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933,  each  post-effective  amendment that contains a form of
prospectus  shall be deemed to be a new registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-4





                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized,  in the Borough of Northvale,  State of
New Jersey, on April 13, 2006.

                           ELITE PHARMACEUTICALS, INC.

                                             /s/ Bernard Berk
                                         -------------------------------------
                                         Bernard Berk
                                         President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes   and  appoints   Bernard   Berk  and  Mark  I.   Gittelman  as  his
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place,  and stead, in any and all capacities,  to sign
and  file  Registration  Statement(s)  and any and  all  pre- or  post-effective
amendments  to such  Registration  Statement(s),  with all exhibits  thereto and
hereto,  and  other  documents  with the  Securities  and  Exchange  Commission,
granting unto said  attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or any of them, or their or his substitutes,  may
lawfully do or cause to be done by virtue hereof.

                                      II-5





Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Dated:  April 13, 2006                     /s/ Bernard Berk
                                  --------------------------------------------
                                  Bernard Berk
                                  Chief Executive Officer and
                                  Chairman of the Board of Directors

Dated:  April 13, 2006                     /s/ Mark I. Gittelman
                                  --------------------------------------------
                                  Mark I. Gittelman
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

Dated:  April 13, 2006                     /s/ Edward Neugeboren
                                  --------------------------------------------
                                  Edward Neugeboren
                                  Director

Dated:  April 13, 2006                     /s/ Barry Dash
                                  --------------------------------------------
                                  Barry Dash
                                  Director

Dated:  April 13, 2006                    /s/ Melvin Van Woert
                                  --------------------------------------------
                                  Melvin Van Woert
                                  Director

                                      II-6