ELITE PHARMACEUTICALS, INC.
165 LUDLOW AVENUE
NORTHVALE, NEW JERSEY 07647
February 28, 2006
VIA EDGAR
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Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
RE: Elite Pharmaceuticals, Inc.
Application for Withdrawal of Registration Statement
on Form S-1 (Registration No. 333-124376)
Ladies and Gentlemen:
Elite Pharmaceuticals, Inc. a Delaware corporation (the "COMPANY")
pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), hereby applies for an order granting the immediate
withdrawal of its Registration Statement on Form S-1 (Registration No.
333-124376) together with all exhibits thereto (collectively the "REGISTRATION
STATEMENT").
The Company originally filed the Registration Statement on April 27,
2005 in order to register 2,402,181 shares of Common Stock which were issuable
upon exercise of the Company's then outstanding Class B Common Stock Purchase
Warrants and Class C Common Stock Purchase Warrants (collectively, the
"WARRANTS"). Since the initial filing of the Registration Statement, the
exercise period for the Warrants terminated without any of the holders of the
Warrants exercising their respective Warrants. As a result, there are no
Warrants outstanding nor are there any shares of Common Stock issuable upon
exercise of the Warrants outstanding. Accordingly, we are requesting the
withdrawal of the Registration Statement.
If you have any questions regarding the foregoing application for
withdrawal, please contact Leo Silverstein at (212) 209-3005 or Scott Rosenblatt
at (212) 209-3040 of Reitler Brown & Rosenblatt LLC, legal counsel to the
Company in connection with the Registration Statement.
Sincerely yours,
/s/ Bernard J. Berk
Bernard J. Berk
Chief Executive Officer