71618v1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 March 30, 2005
                           ---------------------------
                Date of Report (Date of earliest event reported)

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


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



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


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


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

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

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

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

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

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






This Amendment No. 2 to the Form 8K amends the Form 8K, dated March 30, 2005 and
filed with the Securities and Exchange Commission (the "Commission") on April 5,
2005 (the  "Original  Filing"),  as amended by  Amendment  No. 1 to the Form 8K,
dated  March 30,  2005 and filed  with the  Commission  on May 10,  2005 for the
purpose of further  amending  Exhibit 10.1.  Except as indicated below and filed
herewith,  the  exhibits  listed  below were filed as exhibits  to the  Original
Filing.


ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

     c)   Exhibits

          10.1      Product Development, Manufacturing and Distribution
                    Agreement, dated as of March 30, 2004*

          99.1.     Copy of Press Release, dated April 5, 2005



* The  Registrant  has  requested  confidential  treatment  with  respect to the
referenced exhibit. In the event that the Commission should deny such request in
whole or in part, such exhibit or the relevant  portions  thereof shall be filed
by amendment to this Current Report on Form 8-K.







                                    SIGNATURE


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


         Dated: June 9, 2005

                                          ELITE PHARMACEUTICALS, INC.


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