Filed Pursuant To Rule 424B1
                                                    Registration No. 333-133272

PROSPECTUS


                              ELITE PHARMACEUTICALS

                                  COMMON STOCK

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

         This is an offering (the  "OFFERING") of the following shares of Common
Stock, par value $.01 per share, of Elite  Pharmaceuticals,  Inc. (the "COMPANY"
or "ELITE"),  by the selling stockholders named in this prospectus (the "SELLING
STOCKHOLDERS"):

   (i)   7,298,245 shares acquired upon conversion of outstanding  shares of the
         Company's  Series B 8% Convertible  Preferred Stock, par value $.01 per
         share (the  "SERIES B  PREFERRED  STOCK")  and  shares of Common  Stock
         received  in   satisfaction   of  Series  B  Preferred  Stock  dividend
         obligations;

   (ii)  2,222,222  shares  acquired  upon  exercise of warrants  expiring on or
         prior to March  15,  2011 by  investors  in a  private  placement  (the
         "INVESTOR WARRANTS"); and

   (iii) 355,555 shares acquired by the Placement  Agents and its designees upon
         exercise  of  warrants  expiring  on or prior to March  15,  2011  (the
         "PLACEMENT AGENT WARRANTS" and together with the Investor Warrants, the
         "WARRANTS").

         The Common Stock is listed on the  American  Stock  Exchange  under the
symbol "ELI." On April 12, 2006,  the closing sales price of our Common Stock on
the American Stock Exchange was $2.15 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 25, 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.........................................................23

LEGAL MATTERS................................................................25

EXPERTS......................................................................25

INCORPORATION BY REFERENCE...................................................25



                  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 and 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  through 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 of the
sale by the Company to the Selling  Stockholders  of up to  2,577,777  shares of
Common  Stock  upon  exercise  of  the  Warrants  (a  maximum  of  approximately
$7,466,665) 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  19,190,159  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 which
may be  acquired  upon  conversion  of the 10,000  shares of Series B  Preferred
Stock,  shares of Common Stock which may be received in satisfaction of dividend
obligations on the shares of Series B Preferred Stock and shares of Common Stock
which may be acquired  upon  exercise of  Warrants,  including  the  warrants to
purchase  355,555  shares of Common  Stock held by the  Placement  Agent and its
designees.  The Series B Preferred Stock and Warrants were issued to the Selling
Stockholders in a private placement transaction. We paid Indigo Securities, LLC,
the Placement Agent, and selected dealers cash commissions  aggregating $800,000
and expenses in an amount equal to $200,000.

         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 being offered hereby.

         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, those 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  as to the  number  of  shares  that  will be  held  by each  Selling
Stockholder  after the offering can be provided,  only an estimate.  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 below, the Selling Stockholders have
sole voting and investment  power with their respective  shares.  Percentages in
the table below are based on 19,190,159  shares of our Common Stock  outstanding
as of March 31,  2006 and  assumes  that,  except for  the  shares  issuable  to
Selling Stockholders upon conversion or exercise, none of the shares of Series B
Preferred Stock will be converted and none of the Warrants or other  outstanding
warrants or options will have been exercised after the offering.

         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:

         Indigo  Securities,  LLC  has  acted  as a  placement  agent  in  prior
financings and as a financial advisor to the Company. Edward Neugeboren,  one of
the  Company's  directors,  is an employee of Indigo  Securities,  LLC.  William
Williams is an employee of Indigo Securities, LLC.

         No Selling  Stockholders are  broker-dealers or affiliates or employees
of broker-dealers  other than Sunrise Equity Partners,  L.P., Indigo Securities,
LLC and William Williams.


                                       19





                                                                 Number of                          Shares
                                                 Shares           Shares           Shares         Owned After
                                              Beneficially       Which May       Owned After       Offering
              Name and Address               Owned Prior to      Be Sold*         Offering         Percent**
                                                Offering*                          Number
                                                                                         
   Bushido Capital Master Fund, LP.            952,046(1)         952,046             0               **
   c/o Bushido Capital Partners, Ltd.
   275 Seventh Avenue,
   Suite 2000
   New York, NY 10001
   -------------------------------------------------------------------------------------------------------------
   Chad Comiteau                               292,750(2)          46,645          246,100          1.28%
   237 Park Avenue
   Suite 900
   New York, NY 10017
   -------------------------------------------------------------------------------------------------------------
   Mark Fain                                   262,603(3)          47,603          215,000          1.12%
   237 Park Avenue
   Suite 900
   New York, NY 10017
   -------------------------------------------------------------------------------------------------------------
   First Mirage, Inc.                          285,613(4)         285,613             0               **
   333 Sandy Springs Circle
   Suite 230
   Atlanta, GA 30328
   -------------------------------------------------------------------------------------------------------------
   Leon Frenkel                                238,012(5)         238,012             0               **
   1600 Flat Rock Road
   Penn Valley, PA 19072
   -------------------------------------------------------------------------------------------------------------
   Gamma Opportunity Capital                   476,024(6)         476,024             0               **
   Partners, LP
   1967 Longwood Lake Mary Road
   Longwood, FL 32750
   -------------------------------------------------------------------------------------------------------------
   Gryphon Master Fund, L.P.                   952,046(7)         952,046             0               **
   c/o E.B. Lyon, IV
   100 Crescent Court
   Suite 490
   Dallas, TX 75201
   -------------------------------------------------------------------------------------------------------------
   GSSF Master Fund, LP                        476,024(8)         476,024             0               **
   c/o E.B. Lyon, IV
   100 Crescent Court
   Suite 490
   Dallas, TX 75201
   -------------------------------------------------------------------------------------------------------------
   MHJ Holdings Co.                            142,808(9)         142,808             0               **
   1357 Prospect Road
   Pittsburgh, PA 15227
   -------------------------------------------------------------------------------------------------------------
   Midsummer Investment, Ltd.                2,690,484(10)       2,690,484            0               **
   c/o Midsummer Capital, LLC
   485 Madison Avenue
   23rd Floor
   New York, NY 10019
   -------------------------------------------------------------------------------------------------------------


                                       20





                                                                 Number of                          Shares
                                                 Shares           Shares           Shares         Owned After
                                              Beneficially       Which May       Owned After       Offering
              Name and Address               Owned Prior to      Be Sold*         Offering         Percent**
                                                Offering*                          Number
                                                                                         
   -------------------------------------------------------------------------------------------------------------
   Professional Offshore Opportunity          380,818(11)         380,818             0               **
   Fund, Ltd.
   1400 Old Country Road
   Suite 206
   Westbury, NY 11590
   -------------------------------------------------------------------------------------------------------------
   Professional Traders Fund, LLC             142,808(12)         142,808             0               **
   1400 Old Country Road
   Suite 206
   Westbury, NY 11590
   -------------------------------------------------------------------------------------------------------------
   Stratford Partners, L.P                    964,211(13)         214,211          750,000          3.89%
   237 Park Avenue
   Suite 900
   New York, NY 10017
   -------------------------------------------------------------------------------------------------------------
   Sunrise Equity Partners, L.P.              313,207(14)         238,012          75,195             **
   c/o Level Counter, LLC
   641 Lexington Avenue
   25th Floor
   New York, NY 10022
   -------------------------------------------------------------------------------------------------------------
   Trellus Partners, LP                      2,900,493(15)       1,904,093         996,400          5.17%
   350 Madison Avenue
   9th Floor
   New York, NY 10017
   -------------------------------------------------------------------------------------------------------------
   William Williams                           906,204(16)         246,901          659,300          3.42%
   35 Geiger Lane
   Warren, NJ 17059
   -------------------------------------------------------------------------------------------------------------
   Henry M. Zachs                              95,204(17)          95,204             0               **
   40 Woodland St.
   Hartford, CT 06105
   -------------------------------------------------------------------------------------------------------------
   Indigo Securities, LLC                     319,899(18)         294,426          25,473             **
   780 Third Avenue
   New York, NY 10017
   -------------------------------------------------------------------------------------------------------------
   Oppenheimer & Co. Inc.                      50,240(19)          50,240             0               **
   125 Broad Street
   New York, New York  10004

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


*        The  shares  which may be  acquired  upon  conversion  of the  Series B
         Preferred  Stock,  shares issued in receipt of Series B Preferred Stock
         dividend  obligations and shares acquired  exercise of the Warrants are
         included in the beneficial  ownership of the Selling  Stockholder prior
         to offering.

**       Less than 1%

(1)      Includes 285,380  dividend shares,  444,444 shares of Common Stock upon
         conversion  of 1,000  shares of Series B  Preferred  Stock and  222,222
         shares of Common Stock upon exercise of warrants.

(2)      Includes 246,100 shares of Common Stock, 13,984 dividend shares, 21,778
         shares  of  Common  Stock  upon  conversion  of 49  shares  of Series B
         Preferred  Stock and 10,888  shares of Common  Stock upon  exercise  of
         warrants.

(3)      Includes 215,100 shares of Common Stock, 14,269 dividend shares, 22,222
         shares  of  Common  Stock  upon  conversion  of 50  shares  of Series B
         Preferred  Stock and 11,112  shares of Common  Stock upon  exercise  of
         warrants.

                                       21


(4)      Includes  85,614 dividend  shares,  133,333 shares of Common Stock upon
         conversion of 300 shares of Series B Preferred  Stock and 66,666 shares
         of Common Stock upon exercise of warrants.

(5)      Includes  71,345 dividend  shares,  111,111 shares of Common Stock upon
         conversion of 250 shares of Series B Preferred  Stock and 55,556 shares
         of Common Stock upon exercise of warrants.

(6)      Includes 142,690  dividend shares,  222,222 shares of Common Stock upon
         conversion of 500 shares of Series B Preferred Stock and 111,112 shares
         of Common Stock upon exercise of warrants.

(7)      Includes 285,380  dividend shares,  444,444 shares of Common Stock upon
         conversion  of 1,000  shares of Series B  Preferred  Stock and  222,222
         shares of Common Stock upon exercise of warrants.

(8)      Includes 142,690  dividend shares,  222,222 shares of Common Stock upon
         conversion of 500 shares of Series B Preferred Stock and 111,112 shares
         of Common Stock upon exercise of warrants.

(9)      Includes  42,807  dividend  shares,  66,667 shares of Common Stock upon
         conversion of 150 shares of Series B Preferred  Stock and 33,334 shares
         of Common Stock upon exercise of warrants.

(10)     Includes 806,484 dividend shares, 1,256,000 shares of Common Stock upon
         conversion  of 2,826  shares of Series B  Preferred  Stock and  628,000
         shares of Common Stock upon exercise of warrants.

(11)     Includes 114,152  dividend shares,  177,778 shares of Common Stock upon
         conversion of 400 shares of Series B Preferred  Stock and 88,888 shares
         of Common Stock upon exercise of warrants.

(12)     Includes  42,807  dividend  shares,  66,667 shares of Common Stock upon
         conversion of 150 shares of Series B Preferred  Stock and 33,334 shares
         of Common Stock upon exercise of warrants.

(13)     Includes  750,000  shares  of Common  Stock,  64,211  dividend  shares,
         100,000 shares of Common Stock upon  conversion of 225 shares of Series
         B Preferred  Stock and 50,000  shares of Common Stock upon  exercise of
         warrants.

(14)     Includes 75,195 shares of Common Stock, 71,345 dividend shares, 111,111
         shares  of  Common  Stock  upon  conversion  of 250  shares of Series B
         Preferred  Stock and 55,556  shares of Common  Stock upon  exercise  of
         warrants.

(15)     Includes  996,400  shares of Common  Stock,  570,760  dividend  shares,
         888,889  shares of Common  Stock  upon  conversion  of 2,000  shares of
         Series B  Preferred  Stock and  444,444  shares of  Common  Stock  upon
         exercise of warrants.

(16)     Includes  659,300  shares  of Common  Stock,  71,345  dividend  shares,
         111,111 shares of Common Stock upon  conversion of 250 shares of Series
         B Preferred  Stock and 64,445  shares of Common Stock upon  exercise of
         warrants.

(17)     Includes  28,538  dividend  shares,  44,444 shares of common Stock upon
         conversion of 100 shares of Series B Preferred  Stock and 22,222 shares
         of Common Stock upon exercise of warrants.

(18)     Includes 319,899 shares of Common Stock upon exercise of warrants.


(19)     Includes 50,240 shares of Common Stock upon exercise of warrants.

                                       22


                              PLAN OF DISTRIBUTION

OFFER AND SALE OF SHARES

         Each  Selling   Stockholder   has  or  its   pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common  Stock on the  American  Stock  Exchange or any other stock  exchange,
market  or  trading  facility  on which the  shares  are  traded  or in  private
transactions.  These  sales  may be at fixed or  negotiated  prices.  A  Selling
Stockholder  may  use any one or more  of the  following  methods  when  selling
shares:

            o   ordinary  brokerage  transactions  and transactions in which the
                broker-dealer solicits purchasers;

            o   block trades in which the broker-dealer will attempt to sell the
                shares as agent but may  position  and  resell a portion  of the
                block as principal to facilitate the transaction;

            o   purchases  by a  broker-dealer  as  principal  and resale by the
                broker-dealer for its account;

            o   an exchange  distribution  in  accordance  with the rules of the
                applicable exchange;

            o   privately negotiated transactions;

            o   settlement of short sales entered into after the effective  date
                of the  registration  statement  of which this  prospectus  is a
                part;

            o   broker-dealers may agree with the Selling Stockholders to sell a
                specified number of such shares at a stipulated price per share;

            o   through the writing or  settlement  of options or other  hedging
                transactions, whether through an options exchange or otherwise;

            o   a combination of any such methods of sale; or

            o   any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

         In connection  with the sale of the shares of Common Stock or interests
therein,  the Selling  Stockholders  may enter into  hedging  transactions  with
broker-dealers or other financial

                                       23


institutions, which may in turn engage in short sales of the Common Stock in the
course of hedging the positions they assume.  The Selling  Stockholders may also
sell shares of the Common Stock short and deliver these  securities to close out
their short positions, or loan or pledge the Common Stock to broker-dealers that
in turn may sell these securities.  The Selling Stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative  securities which require the delivery
to such  broker-dealer or other financial  institution of shares offered by this
prospectus,  which shares such broker-dealer or other financial  institution may
resell pursuant to this  prospectus (as  supplemented or amended to reflect such
transaction).

         The Selling  Stockholders and any  broker-dealers or agents involved in
selling the shares may be deemed to be "underwriters"  within the meaning of the
Securities Act in connection  with such sales.  In such event,  any  commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts  under the Securities  Act. Each Selling  Stockholder has informed the
Company that it does not have any written or oral  agreement  or  understanding,
directly or indirectly,  with any person to distribute  the Common Stock.  In no
event shall any  broker-dealer  receive fees,  commissions and markups which, in
the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares  may be sold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The shares will be sold only
through  registered or licensed  brokers or dealers if required under applicable
state  securities  laws. In addition,  in certain states,  the shares may not be
sold unless they have been  registered or qualified  for sale in the  applicable
state or an exemption  from the  registration  or  qualification  requirement is
available and is complied with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the shares may not  simultaneously  engage
in market making  activities with respect to the Common Stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.   In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales of shares of the Common  Stock by the  Selling  Stockholders  or any other
person.  We  will  make  copies  of this  prospectus  available  to the  Selling
Stockholders and have informed them of the need to deliver a

                                       24


copy of this  prospectus  to each  purchaser at or prior to the time of the sale
(including by compliance with Rule 172 under the Securities Act).


                                  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.

                                       25


         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.

                                       26