SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

                           ELITE PHARMACEUTICALS, INC.
                           ---------------------------
                (Name of Registrant as Specified In Its Charter)
                                       N/A
       (Name of Person(s) Filing Proxy Statement if other than Registrant)

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(4) Date Filed: N/A



                       [ELITE PHARMACEUTICALS LETTERHEAD]



May 25, 2006



Dear Stockholder:

         You are cordially  invited to attend the Annual Meeting of Stockholders
of Elite  Pharmaceuticals,  Inc. (the  "COMPANY") to be held at 10:00 a.m., June
28, 2006 at the offices of Reitler  Brown & Rosenblatt  LLC,  800 Third  Avenue,
21st Floor, New York, NY 10022.

         This year you will be asked to consider the  election of directors  and
proposals to: (i) approve an amendment of the Company's  Stock Option Plan, (ii)
approve  and ratify the  Company's  Series B  Preferred  Stock  Financing  which
involved  the sale of the  Company's  Series B Preferred  Stock and common stock
purchase warrants pursuant to a Securities Purchase Agreement, dated as of March
15, 2006, and (iii) ratify the  appointment  of Miller,  Ellin & Co., LLP as the
Company's  independent  auditor.  The  matters are  explained  more fully in the
attached proxy statement, which you are encouraged to read.

         The Board of  Directors  recommends  that you elect  its  nominees  for
directors and approve the proposals.  It urges you to return in the accompanying
business  reply  envelope  your signed proxy card,  or cards,  at your  earliest
convenience,  whether or not you plan to attend the annual  meeting so that your
shares will be represented at the annual meeting. This will not limit your right
to vote in person or attend the meeting.

         Thank you for your continued interest in the Company.

                                    Very truly yours,

                                    Bernard Berk

                                    President and Chief Executive Officer


                                       2



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                           ELITE PHARMACEUTICALS, INC.
                                  June 28, 2006


NOTICE  IS  HEREBY  GIVEN  that the  Annual  Meeting  of  Stockholders  of Elite
Pharmaceuticals, Inc. (the "COMPANY", "ELITE", "US" or "WE") will be held at the
offices of Reitler  Brown & Rosenblatt  LLC, 800 Third Avenue,  21st Floor,  New
York,  New York 10022,  on June 28, 2006 at 10:00 a.m., to consider and act upon
the following:

1.   The  election  of four  directors  to serve  for a  period  of one year and
     thereafter  until their  successors  shall have been duly elected and shall
     have qualified.

2.   A proposal to approve an amendment of the Company's Stock Option Plan.

3.   A  proposal  to  approve  and  ratify  the sale of shares  of our  Series B
     Preferred  Stock  convertible  into shares of our Common  Stock and related
     warrants to purchase  additional shares of our Common Stock pursuant to the
     related Securities Purchase Agreement.

4.   A proposal to ratify the  appointment  by Miller Ellin & Co. LLP as auditor
     of the Company's financial statements for the year ending March 31, 2006.

5.   The  transaction  of such other  business as may  properly  come before the
     meeting or any  adjournment  thereof that were not known a reasonable  time
     before the solicitation.

The Board of  Directors  has fixed the close of  business on May 15, 2006 as the
date for determining  the  stockholders of record entitled to receive notice of,
and to vote at, the Annual Meeting.

By Order of the Board of Directors

Mark I. Gittelman
Secretary
Northvale, New Jersey

May 25, 2006

                                       3



                           ELITE PHARMACEUTICALS, INC.

                                165 LUDLOW AVENUE

                           NORTHVALE, NEW JERSEY 07647

                                 PROXY STATEMENT
                                 ---------------
                         Annual Meeting of Stockholders
                            To Be Held June 28, 2006

                                  INTRODUCTION

This   proxy   statement   iS  being   furnished   to   stockholders   of  Elite
Pharmaceuticals,  Inc. (the "COMPANY", "ELITE", "US" or "WE") in connection with
a  solicitation  by the Board of Directors of the Company of proxies to be voted
at the Annual Meeting of Stockholders to be held at the offices of Reitler Brown
& Rosenblatt  LLC, 800 Third Avenue,  21st Floor,  New York, New York 10022.  on
June 28, 2006, at 10:00 a.m. and any adjournments or postponements  thereof.  At
the meeting, the Company's stockholders will be asked to elect four Directors to
serve until the next annual meeting of  stockholders  to be held and until their
successors are elected and qualified,  and to consider the following  proposals:
(i) approve an  amendment  to the  Company's  Stock  Option Plan to increase the
shares subject to the Plan from 4,000,000 to 7,000,000,  (ii) approve and ratify
the Series B  Preferred  Stock  Financing  involving  the sale of the  Company's
Series B Preferred Stock  convertible  into shares of the Company's common stock
and related  warrants  to purchase  additional  shares of the  Company's  common
stock,  and (iii)  ratify the  appointment  by the Board of  Directors of Miller
Ellin & Co. LLP as the Company's  independent auditors for the year ending March
31, 2006,  and vote on such other matters as may lawfully come before the Annual
Meeting.

STOCKHOLDERS ENTITLED TO VOTE

Only holders of record of the Company's  common stock,  par value $.01 per share
(the  "COMMON  STOCK"),  at the close of business  on May 15, 2006 (the  "RECORD
DATE") will be entitled to receive notice of, and to vote at, the Annual Meeting
and at any  adjournments or postponements  thereof.  At the close of business on
the Record Date,  there were 19,190,159  shares of Common Stock  outstanding and
entitled to vote at the Annual  Meeting.  Each share of Common Stock is entitled
to one vote.

VOTING; REVOCATION OF PROXY; QUORUM AND VOTE REQUIRED

A form of proxy is  enclosed  for use at the Annual  Meeting.  Each proxy may be
revoked  at any time  before it is  exercised  by giving  written  notice to the
Secretary of the Annual  Meeting,  by  submitting a duly  executed,  later-dated
proxy,  or by  attending  the Annual  Meeting and voting at the Annual  Meeting.
Attendance  at the Annual  Meeting is not by itself  sufficient  to revoke  your
proxy.  All shares  represented by valid proxies  pursuant to this  solicitation
(and not revoked  before they are  exercised)  will be voted as specified in the
form of proxy.  If the proxy is signed but no  specification  is given otherwise
the shares will be voted FOR the Board if  Directors'  nominees  for election to
the Board of Directors and FOR each of the proposals referred to above.

A majority of the shares outstanding on the record date will constitute a quorum
for purposes of the Annual  Meeting.  For purposes of determining the votes cast
with respect to any matter  presented for  consideration  at the Annual Meeting,
only those votes cast "for" or "against"  are included.  Abstentions  and broker
non-votes  are  counted  for the  purpose  of  determining  whether  a quorum is

                                       4



present at the Annual Meeting. A broker "non-vote" occurs when a nominee holding
shares of Common  Stock for a  beneficial  owner  does not vote on a  particular
proposal  because  the nominee  does not have  discretionary  voting  power with
respect  to that  item and has not  received  instructions  from the  beneficial
owner.  Accordingly,  since the  election  of  directors  will be  effected by a
plurality vote,  abstentions and broker non-votes will not affect the outcome of
the election of  directors.  Since  approval of the proposal with respect to the
amendment of the Company's Stock Option Plan,  approval and  ratification of the
Series B Preferred Stock  Financing,  and ratification of the appointment of the
independent auditors,  requires the affirmative vote of a majority of the shares
cast in  person  or by proxy on the  proposal,  abstentions  will  have the same
effect as negative votes but broker non-votes will not affect the outcome.

Any  stockholder  who  executes  and  delivers a proxy may revoke it at any time
before it is voted by  delivering  a written  notice of such  revocation  to the
Secretary  of the  Company at the address of the Company set forth in this proxy
statement,  by submitting a properly  executed proxy bearing a later date, or by
appearing  at the Annual  Meeting and  requesting  the return of the proxy or by
voting in person.  In accordance  with  applicable  rules,  boxes and designated
spaces  are  provided  on the proxy card for  stockholders  to mark if they wish
either to vote for or withhold authority on the election of any of the Directors
and to vote for, against or abstain on each of the other proposals.

Stockholders  vote at the Annual  Meeting by  casting  ballots  (in person or by
proxy)  which will be  tabulated  by a person who is  appointed  by the Board of
Directors  before the Annual  Meeting to serve as  inspector  of election at the
Annual Meeting and who has executed and verified an oath of office.

It is  anticipated  that this proxy  statement,  the enclosed proxy card and the
Annual Report to  Stockholders  for the year ended March 31, 2005 will be mailed
to the Company's stockholders on or about May 26, 2006.

COSTS AND METHOD OF SOLICITATION

Solicitation  of proxies may be made by directors and officers of the Company by
mail, telephone,  facsimile transmission or other electronic media and in person
for which they will  receive no  additional  compensation.  We will not  solicit
proxies  via the  Internet,  such as  Internet  chat  rooms  and/or  posting  on
websites. Solicitation of proxies may be made by directors, officers and regular
employees of Elite.  The entire cost of soliciting  proxies will be borne by the
Company.  Upon  request,  the Company will  reimburse  the  reasonable  fees and
expenses of banks, brokers, custodians,  nominees and fiduciaries for forwarding
proxy materials to, and obtaining authority to execute proxies from,  beneficial
owners for whose accounts they hold shares of Common Stock.

PRINCIPAL OFFICE

The Company's principal office is located at 165 Ludlow Avenue,  Northvale,  New
Jersey 07647, and its telephone number is (201) 750-2646.

                                       5



PRINCIPAL STOCKHOLDERS

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial ownership,  as of May 15, 2006, of the shares of Common Stock of each
stockholder  of the  Company  known to the  Company,  based  upon such  person's
representations or publicly available filings,  to own beneficially more than 5%
of the voting  securities as of that date. The shares of Series B 8% Convertible
Preferred  Stock,  par value $0.01 per share (the "SERIES B PREFERRED  SHARES"),
all of which were issued in a private placement effected by the Company in March
2006,  have no voting  rights as to the matters to be  considered  at the Annual
Meeting.

As used in the table  below and  elsewhere  in this  proxy  statement,  the term
beneficial  ownership  with  respect  to a security  consists  of sole or shared
voting  power,  including  the power to vote or direct the vote,  and/or sole or
shared  investment  power,   including  the  power  to  dispose  or  direct  the
disposition,  with respect to the security  through any  contract,  arrangement,
understanding,  relationship,  or  otherwise,  including a right to acquire such
power(s)  during the 60 days  immediately  following the Record Date.  Except as
otherwise  indicated,  the stockholders listed in the table have sole voting and
investment powers with respect to the shares indicated.


             NAME AND ADDRESS                     AMOUNT *             PERCENT

     Trellus Management Company, LLC             996,400(1)             5.5%
     Adam Usdan
     350 Madison Avenue, 9th Floor
     New York, New York  10017

     Mark Fain                                  1,145,333(2)            5.9%
     237 Park Avenue, Suite 900
     New York, NY 10017

     Chad Comiteau                              1,151,765(3)            5.9%
     237 Park Avenue, Suite 900
     New York, NY 10017

-----------------
*    Based on 19,190,159 shares of Common Stock outstanding as of May 15, 2006

(1)  Based on information  provided by Trellus Management Company and Adam Usdan
     in the Schedule 13G filed February 15, 2006. Trellus Management Company and
     Adam Usdan have shared voting and dispositve power.

(2)  Based on  information  provided  by Mark  Fain and Chad  Comiteau  in their
     Schedule 13G filed May 17, 2006.  Includes  (i) 33,333  convertible  shares
     beneficially owned by Mr. Fain over which he has sole voting power and sole
     dispositive  power,  (ii) 33,000  shares  beneficially  owned by  Stratford
     Management Money Purchase Pension Plan over which Messrs. Fain and Comiteau
     have shared voting power and shared  dispositive  power,  and (iii) 750,000
     shares and  150,000  convertible  shares  beneficially  owned by  Stratford
     Partners, L.P. of which Messrs. Fain and Comiteau are Managing Members, and
     over which they have shared voting power and shared dispositive power.

(3)  Based on  information  provided  by Mark  Fain and Chad  Comiteau  in their
     Schedule 13G filed May 17, 2006.  Includes  (i) 32,655  convertible  shares
     beneficially  owned by Mr. Comiteau over which he has sole voting power and
     sole  dispositive  power,  and  (ii)  the  shares  and  convertible  shares
     described  in  footnote  2  which  are  beneficially   owned  by  Stratford
     Management  Money Purchase Pension Plan and Stratford  Partners,  L.P. over
     which  Messrs.  Fain and  Comiteau  have  shared  voting  power and  shared
     dispositive power.

                                       6



                          ITEM 1. ELECTION OF DIRECTORS

BOARD OF DIRECTORS' NOMINEES

The Company's  by-laws  provide that the Board of Directors  will consist of not
less than three nor more than ten members,  the actual number of directors to be
determined by the Board of Directors  from time to time.  The Board of Directors
has set the  number of  directors  of the Board of  Directors  as of the  Annual
Meeting at four.

The holders of Common  Stock will elect four  directors  at the Annual  Meeting,
each of whom  will be  elected  to  serve  until  the  next  annual  meeting  of
stockholders  and thereafter until their successors shall have been duly elected
and shall  have  qualified.  Unless a  stockholder  either  indicates  "withhold
authority"  on his proxy card or indicates  on his proxy that his shares  should
not be voted for certain nominees,  it is intended that the persons named in the
proxy will vote for the election of the persons named in the table below.

The nominees of the Board of  Directors,  all of whom are  currently  Directors,
were selected by a Nominating Committee consisting of Mr. Edward Neugeboren, Dr.
Barry  Dash and Dr.  Melvin  Van  Woert.  At the time of  their  selection  they
qualified as independent  directors,  as defined by Section 121A of the American
Stock Exchange Listing Standards, as amended effective December 1, 2003, because
none of them is an officer or employee of the Company or its  subsidiary or is a
person who the Board of Directors  determines has a material  relationship  with
the Company that would interfere with the exercise of his independent  judgment.
In  selecting  each  of the  nominees  for the  Annual  Meeting,  the  Committee
identified  and  evaluated  the current  Directors  and their  commitment to the
policy of the Company and his  qualifications  and  availability.  The Committee
believes that a nominee for director of the Company  should have an  appropriate
level of  sophistication,  knowledge  and  understanding  of the Company and the
industry,  stockholder  relations and finance and  accounting  for publicly held
companies.  The Committee  also  considered the need to select a nominee who had
the  appropriate  experience  and financial  background  who could qualify as an
"audit  committee  financial  expert"  within the meaning of the rules under the
Securities  Exchange  Act of  1934  and  of the  American  Stock  Exchange.  Mr.
Neugeboren  qualifies as an audit committee finance expert.  The Company did not
engage any third party to assist in the  process of  identifying  or  evaluating
candidates.  The  Company  currently  does not have a  process  for  considering
candidates put forward by stockholders other than those who are directors of the
Company.

The  table  below  sets  forth  the name and age as of the  Record  Date of each
nominee,  and the period during which he has served on the Board of Directors of
the  Company.  Each of the  nominees for director has agreed to serve if elected
and has consented to being named in this Proxy Statement.

                 NAME AND ADDRESS               AGE       DIRECTOR SINCE
                 ----------------               ---       --------------

       Bernard Berk                             57             2004
       c/o Elite Pharmaceuticals Inc.,
       165 Ludlow Avenue,
       Northvale, NJ 07647

       Edward Neugeboren                        37             2005
       282 New Norwalk Road,
       New Canaan, CT 06840

                                       7



                 NAME AND ADDRESS               AGE       DIRECTOR SINCE
                 ----------------               ---       --------------

       Barry Dash, Ph.D.                        74             2005
       168 Wood Road
       Englewood Cliffs, NJ 07632

       Melvin M. Van Woert, M.D.                75              2005
       Mount Sinai Medical Center
       P.O. Box 1137
       One Gustave L. Levy Place
       New York, NY 10029-6576



The  principal  occupations  and  employment of each such person during the past
five years is set forth below.  In each instance in which dates are not provided
in connection with a nominee's  business  experience,  such nominee has held the
position indicated for at least the past five years.

Mr.  Bernard Berk was  appointed the Chief  Executive  Officer of the Company in
June 2003 and a Director in February  2004.  Mr. Berk has been the President and
Chief  Executive  Officer  of  Michael  Andrews  Corporation,  a  pharmaceutical
management  consultant  firm,  since  1996.  Mr.  Berk was from 1994 until 1996,
President and Chief Executive Officer of Nale Pharmaceutical  Corporation.  From
1989 until 1994,  The Senior Vice  President  of Sales,  Marketing  and Business
Development  of Par  Pharmaceuticals,  Inc. Mr. Berk holds a B.S.  from New York
University.

Mr. Edward  Neugeboren  has been a Managing  Partner of IndiGo  Ventures LLC, an
investment-banking  firm based in New York, since January 2003. From May 2001 to
January  2004,  Mr.  Neugeboren  was a managing  partner of Third Ridge  Capital
Management,  LLC, a U.S.  equity  hedge fund.  He was from October 2000 to April
2001, the Chief Administrative Officer of Soceron, a then emerging Silicon Alley
based media  software  company,  and from 1988 to 2000 the Chief  Administrative
Officer and director of Equity Research  Operations at Lehman  Brothers.  He was
from 1996 to 1998 deputy  director of Equity  Research at UBS Warburg,  formerly
Warburg,  Dillon Read, and director of Equity  Research  Operations from 1995 to
1996.  Mr.  Neugeboren  began his career in 1992 as an equity  research  analyst
covering the specialty pharmaceuticals industry,  constituting generic drugs and
drug delivery, at Dillon Read & Co., Kidder, Peabody & Co. and Furman Selz, Inc.
Mr. Neugeboren is a Director of KineMed,  Inc. a platform based drug development
and advanced medical diagnostics company based in San Francisco, California.

Dr.  Barry  Dash has been  since  1995  President  and  Managing  Member of Dash
Associates,  L.L.C., an independent  consultant to the pharmaceutical and health
and beauty aid  industries.  From 1983 to 1996, he was employed by American Home
Products  Corporation,  its Whitehall-Robins  Healthcare Division,  initially as
Vice President of Scientific  Affairs,  then Senior Vice President of Scientific
Affairs and then Senior Vice  President  of Advanced  Technologies  during which
time he personally  supervised  six separate  departments:  Medical and Clinical
Affairs,  Regulatory  Affairs,  Technical  Affairs,  Research  and  Development,
Analytical R&D and Quality  Management/Q.C.  He had previously  been employed by
the Whitehall Robins Healthcare Division from 1960 to 1976, during which time he
served as Director of Product Development Research,  Assistant Vice President of
Product Development and Vice President of Scientific Affairs.  Dr. Dash had been
employed by J.B.  Williams  Company  (Nabisco  Brands,  Inc.) from 1978 to 1982,
during  which time he helped  introduce  more than 14  national  and test market
brands. From 1976 to 1978 he was Vice President, Director of Laboratories of the
Consumer  Products  Division  of  American  Can  Company.  He is a  director  of
GeoPharma, Inc. Dr. Dash holds a Ph.D. from the University of Florida and

                                       8



M.S.  and B.S.  degrees  from  Columbia  University  at  which he was  Assistant
Professor at the College of  Pharmaceutical  Sciences from 1956 to 1960. He is a
member of the American Pharmaceutical Association,  The American Association for
the Advancement of Science and the Society of Cosmetic Chemist.

Dr. Melvin Van Woert,  an internist,  has been since 1974, a member of the staff
of Mount Sinai  Medical  Center where since 1978 he has also been a Professor in
the Department of Neurology and  Pharmacology at Mount Sinai School of Medicine.
Dr. Van Woert had been a consultant  for  Neuropharmacological  Drug Products to
the Food and Drug Administration from 1974 to 1980; Associate Editor for Journal
of the  Neurological  Sciences;  Member of the  Editorial  Board of  Journal  of
Clinical Neurphamacology; and Medical Director of National Organization for Rare
Disorders for which he received in 1993 the Humanitarian Award. His other awards
include the U.S.  Public Health  Service Award for  Exceptional  Achievement  in
Orphan Products  Development and the National Myoclonus Foundation Award. He has
authored and co-authored  more than 150 articles  appearing in  pharmacological,
medical and other professional journals or publications.

There is no family relationship between the nominees.

BOARD OF DIRECTORS MEETINGS

The Board of Directors  of the Company had four  meetings and acted by unanimous
written consent on other occasions  during the fiscal year ended March 31, 2005.
No incumbent  director  attended  fewer than 75% of the meetings of the Board of
Directors during that year.

COMMITTEES

The Board of Directors has an Audit  Committee and a Nominating  Committee;  its
only standing  committees.  The members of the  Nominating  Committee and of the
Audit Committee are Edward Neugeboren, Barry Dash and Melvin Van Woert.

The Audit Committee had one meeting during the fiscal year ended March 31, 2005.
A copy of its written  charter  (adopted by the Board of Directors) was included
as an  appendix  to the  Company's  proxy  statement  sent  to  stockholders  in
connection with the annual meeting of stockholders held October 11, 2001.

The Company deems the members of its Audit  Committee to be independent and that
Mr. Neugeboren qualifies as an audit committee financial expert.

Audit Committee Report: The following is the Audit Committee Report for the year
ended March 31, 2005 made by all its members.

The Audit Committee reviewed and discussed the audited financial statements with
management.  The Audit Committee discussed with the independent  auditors of the
Company  the  matters  required  to be  discussed  by  SAS 61  (Codification  of
Statements  on Auditing  Standards,  AU 380), as modified or  supplemented.  The
Audit  Committee  received  the  written  disclosures  and the  letter  from the
independent  accountants required by Independence Standards Board Standard No. 1
(Independence  Standards  Board Standard No. 1,  Independence  Discussions  with
Audit Committees),  as modified or supplemented.  The Audit Committee  discussed
with the independent accountant the independent accountant's independence. Based
upon the foregoing  review and discussions,  the Audit Committee  recommended to
the Board of Directors of the Company that the

                                       9



Company's  financial  statements  for the fiscal year ended March 31,  2005,  as
audited,  be included in the Company's  Annual Report on Form 10-K for the year,
as filed with the Commission.

The  Nominating  Committee is  authorized to select the nominees of the Board of
Directors for election as directors. The nominees selected by the Committee have
been approved by the Board of Directors.

COMPENSATION OF DIRECTORS

Each  independent  director  receives $2,000 as compensation for each meeting of
the Board of Directors attended.

Mr. John A. Moore who served as Chairman of the Board of Directors  from January
1, 2004 through May 12, 2004, the date of his  resignation,  was paid $46,875 by
the Company, for his services as Chairman of the Board of Directors based on the
substantial duties the Board of Directors assigned to him, principally to assist
the Chief Executive Officer in the management of the Company's  operations,  and
the time required to perform such duties.


THE BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS  VOTE IN FAVOR OF THE FOUR
NOMINEES OF THE BOARD OF DIRECTORS DESCRIBED ABOVE.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the knowledge of the Company, there was no person who, at any time during the
fiscal year ended March 31, 2005, was a director, officer or beneficial owner of
more  than 10% of any  class of  equity  securities  of the  Company  registered
pursuant to Section 12 of the  Securities  Exchange  Act of 1934,  who failed to
file on a timely basis the reports  required by Section 16(a) of the  Securities
Exchange Act of 1934 during the fiscal year ended March 31, 2005, other than Mr.
Neugeboren who was late in the filing of a Form 4.

                               EXECUTIVE OFFICERS

Our executive  officers are Bernard J. Berk, Mark I.  Gittelman,  Chris Dick and
Dr. Charan Behl.

         Mr. Berk, age 57, was appointed  Chief  Executive  Officer in June 2003
and a  Director  in  February  2004.  See  "Election  of  Directors  - Board  of
Directors' Nominees" for his business background.

         Mr. Berk is employed pursuant to an employment  agreement,  dated as of
June 23,  2003,  as amended and  restated on  September  2, 2005 (the  "RESTATED
EMPLOYMENT  AGREEMENT"),  providing  for him to  serve  as the  Company's  Chief
Executive  Officer  through  August 31, 2009. Mr. Berk's salary was increased to
$330,140 as a result of the  occurrence of a Strategic  Transaction  pursuant to
the terms of the Restated Employment  Agreement,  the increase from $200,000 was
effective May 1, 2005 but not payable until November 1, 2005. Additionally,  Mr.
Berk is entitled to an annual bonus as determined by the Compensation Committee.

         Pursuant to the Restated Employment Agreement,  Mr. Berk (i) waived his
rights to 75,000 of the 300,000  options  granted to him under the  agreement on
June 23, 2003 and the Company  determined  that the  remaining  225,000  options
fully vested as a result of the occurrence of a

                                       10



Strategic  Transaction  and (ii) was granted on September 2, 2005 under its 2004
Stock Option Plan (the "PLAN") ten year  options to purchase  600,000  shares of
common stock at $2.69,  the fair market value of the Common Stock as of the time
of the grant,  of which  100,000  vest on  September  2, 2006,  100,000  vest on
September 2, 2007 and the remaining  400,000 vest as follows:  (a) 50,000 shares
upon the  closing of each  product  license or product  sale  transaction  (on a
product by product  basis and only once for each  product)  in which the Company
receives an aggregate of at least  $5,000,000  in net cash  proceeds  (including
royalties and signing,  license and milestone  payments) in connection with such
product  transaction;  (b) 10,000  shares upon the filing by the Company (in the
Company's name) with the United States Food and Drug  Administration (the "FDA")
of  either  an  abbreviated  new  drug  application  (an  "ANDA")  or a new drug
application (including an application filed with the FDA under Section 505(b)(2)
of the Federal  Food,  Drug,  and Cosmetic  Act, 21 U.S.C.  Section 301 et seq.)
(collectively,   a  "NDA"),  for  a  product  not  covered  by  a  previous  FDA
application;  and (c) 40,000  shares upon the approval by the FDA of any ANDA or
NDA (filed in the Company's  name) for a product not previously  approved by the
FDA.

         The Company  also agreed that in the event that options to purchase the
above 400,000  shares have fully vested,  it will grant him under the Plan fully
vested  additional  options to purchase  shares at the fair market  value on the
date of grant as follows:  (a) 50,000  options  upon the closing of each product
license or product sale transaction (on a product by product basis and only once
for each  product)  in which  the  Company  receives  an  aggregate  of at least
$5,000,000 in net cash proceeds  (including  royalties and signing,  license and
milestone  payments) in  connection  with such product  transaction;  (b) 10,000
options upon the filing by the Company (in the  Company's  name) with the FDA of
either an ANDA or NDA for a product not covered by a previous  FDA  application;
and  (c)  40,000  options  upon  the  approval  by the FDA of any  ANDA,  NDA or
505(b)(2)  application  filed in the Company's name for a product not previously
approved by the FDA.

         The  Restated  Employment   Agreement  provides  that  if  the  Company
terminates  Mr.  Berk's  employment  without  cause or Mr. Berk  terminates  his
employment  for good  reason,  Mr.  Berk  shall  be  entitled  to the  following
severance:  (i) any earned but unpaid base  salary plus any unpaid  reimbursable
expenses as of the effective  date of termination  of his  employment,  (ii) the
then-current  base salary and  reimbursement of the cost to replace the life and
disability  insurance coverages afforded to Mr. Berk under the Company's benefit
plans with  substantially  similar  coverages,  following the effective  date of
termination  of his  employment,  for a period  equal to the  greater of (x) the
remainder of the  then-current  term,  or (y) two years  following the effective
date of  termination  and (iii)  payment by the Company of  premiums  for health
insurance for the period  during which Mr. Berk is entitled to continued  health
insurance   coverage  as  specified   in  the   Comprehensive   Omnibus   Budget
Reconciliation  Act.  In the  event  that  the  Company  terminates  Mr.  Berk's
employment  because of his permanent  disability,  Mr. Berk is to be entitled to
the severance  specified above,  less any amounts actually received by him under
any disability  insurance coverage provided for and paid by the Company.  In the
event that the Company  terminates  Mr. Berk's  employment for cause or Mr. Berk
terminates his employment with the Company  without good reason,  Mr. Berk shall
be entitled  to any earned but unpaid  base salary plus any unpaid  reimbursable
expenses as of the effective date of termination of his employment.

         The  Restated  Employment  Agreement  provides  that in the  event of a
change of control in lieu of any severance  that may otherwise be payable to Mr.
Berk if Mr. Berk elects to terminate  his  employment  for any reason  within 90
days thereof,  or the Company elects to terminate his employment within 180 days
thereof,  other than for cause,  he is to be entitled to the following:  (i) any
earned but unpaid base salary  plus any unpaid  reimbursable  expenses as of the
effective date of  termination of his  employment,  (ii)  $1,000,000,  (iii) the
then-current base salary for a period of 12

                                       11



months  following the effective date of termination,  (iv)  reimbursement of the
cost,  for a period  equal to the 12  months  following  the  effective  date of
termination, of replacing the life and disability insurance coverage afforded to
Mr. Berk under the Company's benefit plans with  substantially  similar coverage
and (v) payment by the Company of premiums for health  insurance  for the period
during  which Mr. Berk is entitled to  continued  health  insurance  coverage as
specified in the Comprehensive Omnibus Budget Reconciliation Act.

         The Restated Employment  Agreement contains Mr. Berk's  non-competition
covenant for a period of one year from termination.

         Mark I.  Gittelman,  age 46, Chief  Financial  Officer,  Secretary  and
Treasurer  of the  Company,  is the  President  of  Gittelman  & Co.,  P.C.,  an
accounting firm in Clifton,  New Jersey.  Prior to forming Gittelman & Co., P.C.
in 1984,  he worked as a  certified  public  accountant  with the  international
accounting  firm of KPMG  Peat  Marwick,  LLP.  Mr.  Gittelman  holds a B.S.  in
accounting  from New York  University  and a Masters of Science in Taxation from
Farleigh Dickinson  University.  He is a Certified Public Accountant licensed in
New Jersey and New York, and is a member of the American  Institute of Certified
Public  Accountants  ("AICPA"),  and the New  Jersey  State  and New York  State
Societies of CPAs.  Other than Elite Labs,  no company with which Mr.  Gittelman
was  affiliated in the past was a parent,  subsidiary or other  affiliate of the
Company.

         Chris  Dick,  age  51,  who is  employed  on an  "at-will"  basis,  was
appointed  Executive  Vice President of Corporate  Development  in March,  2006.
Since  November  2002,  the Company has engaged Mr. Dick to direct its licensing
and  business  development  activities.  From 1999 to 2002,  Mr.  Dick served as
Director of Business  Development for Elan Drug Delivery,  Inc.  responsible for
licensing  and  business  development  of  Elan's  portfolio  of  drug  delivery
technologies.  From 1997 to 1999,  he was  Manager of Business  Development  and
Marketing  for EnTec,  a drug delivery  business  unit within FMC  Corporation's
Pharmaceutical  Division.  Prior  thereto he held  various  other  business  and
technical  positions at FMC Corporation,  including Manager of Marketing for its
pharmaceutical  functional  coatings  product line. Mr. Dick holds an M.B.A from
the Stern  School of  Business,  New York  University,  and a B.S.  and M.S.  in
Chemical Engineering from Cornell University.

         Dr. Charan Behl,  age 55, was appointed in March,  2006  Executive Vice
President and Chief Scientific Officer of the Company. Dr. Behl has provided the
Company  since June 2003  consulting  technological  services as an  independent
contractor. He was from January 1995 to July 1998 Vice President of R&D and from
July  1988  to  January  2001   Executive  Vice  President  of  R&D  of  Nastech
Pharmaceutical Corporation,  Inc. From April 1981 to November 1994, Dr. Behl was
employed  by Hoffman La Roche,  where he held a number of  positions,  including
research leader of its Pharmaceutical R&D Department. During his tenure at Roche
and  Nastech,  Dr.  Behl  created  intellectual  property  in the  area  of drug
delivery.  His patent portfolio includes over 40 patents issued,  pending and in
preparation. Dr. Behl holds a B.S. in Pharmaceutical Sciences from BITS, Pilani,
India, an M.S. in Pharmaceutics from Duquesne  University,  under the mentorship
of Dr.  Alvin M.  Galinsky,  and a Ph.D.  in  Pharmaceutical  Sciences  from the
University of Michigan, under the mentorship of Dr. William I. Higuchi. Dr. Behl
was an  Assistant  Research  Scientist  from 1978 to 1981 at the  University  of
Michigan.  Dr. Behl is internationally known for his scientific and professional
activities.  He  has  coauthored  over  200  publications,   including  research
articles,  book chapters, and abstracts,  and has made numerous presentations at
national and  international  conferences  and  workshops.  In  conjunction  with
associates from academia and industry and  representatives  of the FDA, Dr. Behl
has co-organized  several  workshops and symposia.  He was the founding chair of
Nasal  Drug  Delivery  Focus  Group  formed in 1995  under the  auspices  of the

                                       12



American Association of Pharmaceutical  Scientists  ("AAPS"),  and served as its
Chairman from 1995 to 2001. Dr. Behl is a fellow of the AAPS.

                         EXECUTIVE OFFICER COMPENSATION

The  following  table  sets  forth the annual  and  long-term  compensation  for
services  in all  capacities  to the  Company for each of the years in the three
year period ended March 31, 2005, awarded or paid to, or earned by our President
and Chief  Executive  Officer and those  executive  officers who earned at least
$100,000 during the year,  including Mr. Chris Dick and Dr. Charan Behl who were
elected  officers in March 2006.  Dr.  Behl's  compensation  for the years ended
March 2004 and 2005 consisted of consulting fees at the rate of $200 per hour.

                           SUMMARY COMPENSATION TABLE



                           ANNUAL COMPENSATION                                          LONG TERM COMPENSATION
                           -------------------                                          ----------------------
        (a)             (b)          (c)           (d)            (e)           (f)          (g)         (h)         (i)
                                                                            Restricted   Securities
Name and Principal    Fiscal                                 Other Annual     Stock      Underlying   LTIP        All Other
     Position         Year(1)      Salary         Bonus      Compensation     Awards       Options    Payouts   Compensation
------------------    -------      ------         -----      ------------   ----------   ----------   -------   ------------
                                                                                              
Bernard Berk,        2004-05    $200,000         $50,000          --            --         30,000        --           --
President and        2003-04    $166,667            --            --            --         525,000       --           --
Chief Executive
Officer

Atul M. Mehta,       2004-05         --             --            --            --           --          --           --
Ph.D. former         2003-04    $53,684             --        $3,040(3)         --           --          --           --
President and        2002-03    $330,140            --        $3,040(3)         --           --          --           --
Chief Executive
Officer (2)

Chris Dick           2004-05    $140,250         $25,000          --            --           --          --           --
Executive Vice       2003-04    $137,000            --            --            --         30,000        --           --
President of         2002-03    $34,250             --            --            --         30,000        --           --
Corporate
Development

Charan Behl          2004-05    $392,455 (4)        --            --            --           --          --
Executive Vice       2003-04    $151,114            --            --            --           --          --
President and        2002-03         --             --            --            --           --          --
Chief Scientific
Officer


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

(1)  The  information  is provided  for each fiscal year which begins on April 1
     and ends on March 31.

(2)  Dr.  Mehta  resigned as an employee  and as a director of the Company as of
     June 3, 2003.

(3)  Represents  the value of the use of a company car and premiums  paid by the
     Company for life insurance on Dr. Mehta's life for the benefit of his wife.

(4)  Includes  $229,325  of fees  paid by the  issuance  to him of  units,  each
     consisting of (i) a share of Series A Preferred Stock  convertible into ten
     shares of Common Stock and (ii) ten common stock purchase warrants,  at the
     rate of $12.30 per unit.

OPTION GRANTS TO AND EXERCISED BY EXECUTIVE OFFICERS IN LAST FISCAL YEAR

Options  granted  during the fiscal year ended  March 31, 2005 to the  executive
officers named in the Summary Compensation Table were as follows:

                                       13



OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 2005



                                                                                           Potential Realized Value At
                     Number of Shares     % of Total Options                                 Assumed Annual Rates of
                        Underlying       Granted to Employees    Exercise    Expiration     Stock Price Appreciation
       Name           Options Granted        in Fiscal Year        Price        Date             for Option Term
       ----          ----------------    --------------------    --------    ----------    ---------------------------
                                                                                                5%            10%
                                                                                             -------        --------
                                                                                          
Bernard Berk               30,000                 30%              $2.34      8/30/2015      $36,000        $103,500

Atul M. Mehta                --                   --                 --           --            --             --

Chris Dick                 30,000(1)              30%              $2.34      6/22/2014      $36,000        $80,400
                           30,000                 30%              $2.21      6/13/2014      $31,800        $75,900
                             --                   --                 --           --            --             --
Charan Behl

Mark Gittelman             10,000(1)              10%              $2.34      6/22/2014      $11,200        $26,800


-----------------
(1)  Granted on June 22, 2004 in replacement  of options with a higher  exercise
     price.

         No options were exercised by executive officers during the fiscal years
ended March 31, 2005 and 2006.



                                            Number of Shares Underlying
                 Shares        Value     Unexercised Options At March 31,   Value of Unexercised In-the-money
     Name       Exercised     Realized                 2006                   Options At March 31, 2006 (1)
     ----       ---------     --------   -------------------------------    ---------------------------------

                                          Exercisable     Unexercisable      Exercisable      Unexercisable
                                          -----------     -------------      -----------      -------------

                                                                                
Atul M. Mehta (2)  -0-          -0-         170,000            -0-             $25,500             -0-
                   -0-          -0-         100,000            -0-               -0-               -0-
                   -0-          -0-         100,000            -0-               -0-               -0-
                   -0-          -0-         100,000            -0-             $49,000             -0-
                   -0-          -0-         100,000            -0-             $99,000             -0-
Bernard Berk (3)   -0-          -0-         300,000            -0-            $144,000             -0-
                   -0-          -0-         225,000            -0-             $76,500             -0-
                   -0-          -0-         30,000             -0-             $45,000             -0-
                   -0-          -0-           -0-             30,000             -0-               -0-
                   -0-          -0-           -0-            600,000             -0-               -0-

Chris Dick         -0-          -0-         30,000             -0-              $4,500             -0-
                   -0-          -0-         30,000            10,000            $5,600            $2,800
                   -0-          -0-         30,000             -0-               -0-               -0-


Mark Gittelman     -0-          -0-         10,000            20,000             -0-               -0-


-------------------
(1)  The dollar values are  calculated by  determining  the  difference  between
     $2.49 per share,  the fair  market  value of the Common  Stock at March 31,
     2006, and the exercise price of the respective options.

(2)  Dr. Mehta resigned as an officer/employee and director as of June 3, 2003.

(3)  Mr. Berk entered the employ of the Company in June 2003.

                                       14



                  SECURITY OWNERSHIP OF OUR DIRECTORS, NOMINEES
                             AND EXECUTIVE OFFICERS

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of our  Common  Stock as of the  Record  Date by (i)  each  director,
nominee for director,  and executive  officer named under the Executive  Officer
Compensation  Table,  (ii) each other executive  officer and (iii) all executive
officers and  directors as a group.  On such date, we had  19,190,159  shares of
Common  Stock  outstanding.  (The  10,000  shares  of Series B  Preferred  Stock
outstanding are nonvoting and none of the individuals  listed below beneficially
owns any shares of Series B Preferred Stock).  Shares not outstanding but deemed
beneficially  owned by virtue of the right of any  individual to acquire  shares
within  60 days  of the  foregoing  date  are  treated  as  outstanding  only in
determining the amount and percentage of Common Stock owned by such  individual.
Each  person has sole  voting and  investment  power with  respect to the shares
shown, except as noted.

                    Name and Address                          Common Stock
                                                         -----------------------
                                                            Amount           %
                                                         -----------        ----
Bernard Berk, Director and Chief Executive Officer*      1,352,300(1)       7.04

Edward Neugeboren, Director*                             221,063(2)         1.15

Barry Dash, Director*                                    30,000(3)           **

Melvin Van Woert, Director*                              30,000(4)           **

Dr. Charan Behl, Executive Vice President and Chief      546,000(5)         2.77
Scientific Officer
c/o Elite Pharmaceuticals Inc.
165 Ludlow Avenue
Northvale, NJ 07647

Chris Dick, Executive Vice President of Corporate        135,377(6)          **
Development
c/o Elite Pharmaceuticals Inc.
165 Ludlow Avenue
Northvale, NJ 07647

Mark I. Gittelman, Chief Financial Officer               100,000(7)          **
c/o Elite Pharmaceuticals Inc.
165 Ludlow Avenue
Northvale, NJ 07647

Dr. Atul Mehta                                           570,000 (8)        2.89
c/o Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, NY 10022

All Directors and Officers as a group (9)                2,984,740(9)      13.07

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

*    See "Election of Directors - Board of Directors Nominees" for his address.

**   Less than 1%

(1)  Includes options to purchase 1,185,000 shares. See "Executive Officers"

(2)  Includes options and warrants to purchase an aggregate of 190,571 shares.

(3)  Represents options.

(4)  Represents options.

(5)  Includes warrants to purchase 130,000 shares.

                                       15



(6)  Includes  options to purchase  100,000  shares of Common Stock and warrants
     held by Mr. Dick and Hedy Rogers as joint tenants to purchase 10,569 shares
     of Common Stock.

(7)  Represents options.

(8)  Represents options.

(9)  Includes options and warrants to purchase an aggregate of 2,246,140 shares.

         Except as otherwise set forth,  information  on the stock  ownership of
each person was provided to the Company by such person.

         The  Company  does  not  have any  compensation  plans  or  outstanding
arrangements benefiting employees or non-employees under which equity securities
of the Company are authorized for issuance in exchange for  consideration in the
form of goods or  services  other than  pursuant  to the Stock  Option  Plan and
agreements with independent  consultants  pursuant to which warrants to purchase
an  aggregate  of  467,500  shares of Common  Stock were  granted.  See "Item 2.
Proposal to Amend Stock Option Plan".

         The Company is informed  and believes  that as of May 15, 2006,  Cede &
Co.  held  17,479,536  shares  of the  Company's  Common  Stock as  nominee  for
Depository Trust Company,  55 Water Street,  New York, New York 10004. It is our
understanding  that Cede & Co. and  Depository  Trust  Company both disclaim any
beneficial  ownership  therein  and that such shares are held for the account of
numerous  other  persons,  no one of whom is believed to  beneficially  own five
percent or more of the Common Stock of the Company.

COMPARATIVE STOCKHOLDER RETURN

         The graph which follows  compares the yearly  percentage  change in the
Company's  cumulative  total  stockholder  return on its  Common  Stock with the
cumulative total stockholder return of (1) all United States companies traded on
the American Stock Exchange (where the Company's Common Stock is now traded) and
(2) 51 companies  traded on the American Stock Exchange which carry the Standard
Industrial  Classification  (SIC)  code 283  (Pharmaceuticals).  The  graph  was
prepared  by the Center for  Research in Security  Prices at the  University  of
Chicago Graduate School of Business, Chicago, IL.

The  Common  Stock of the  Company  was  traded on the  NASDAQ  over-the-counter
bulletin  board from July 23, 1998 until  February 24, 2000. The Common Stock of
the Company began trading on the American  Stock  Exchange on February 24, 2000.
The Company's fiscal year ends on March 31.

                Comparison of Five-Year Cumulative Total Returns
                             Performance Graph for
                          Elite Pharmaceuticals, Inc.

               Produced on 04/17/2006 including data to 3/31/2006

                              [LINE CHART OMITTED]



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

                                               Legend

CRSP Total Returns Index for:                03/2001   03/2002   03/2003   03/2004   03/2005   03/2006
-----------------------------                -------   -------   -------   -------   -------   -------
                                                                               
Elite Pharmaceuticals, Inc.                   100.0     140.7      27.8      54.0      80.0      45.3
AMEX Stock Market (US Companies)              100.0     101.3      80.0     114.1     123.9     147.2
AMEX Stocks (SIC 2830-2839 US Companies)      100.0      70.4      39.2      78.0      53.4      78.9
Drugs

NOTES:

     A. The lines represent monthly index levels derived from compounded daily returns that include
        all dividends.

     B. The indexes are reweighted daily, using the market capitalization on the previous trading day.

     C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
        trading day is used.

     D. The index level for all series was set to $100.0 on 03-30-2001.

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


Prepared  by CRSP  (222.crsp.uchicago.edu),  Center  for  Research  in  Security
Prices,  Graduate  School of  Business,  The  University  of Chicago.  Used with
permission. All rights reserved. (C)Copyright 2006


                   ITEM 2. PROPOSAL TO AMEND STOCK OPTION PLAN

         Stockholders  approved  the 2004 Stock Option Plan on June 22, 2004 and
an amendment on April 15, 2005.  The Board of Directors in April 2006  approved,
subject to  stockholders  approval,  an  amendment to the  Company's  2004 Stock
Option Plan as amended (the "Plan") to increase the number of shares  subject to
the Plan from 4,000,000 to 7,000,000  shares.  The Plan  authorizes the grant of
options to employees and directors  of, and  consultants,  to the Company or its
subsidiaries.

                                       16



         As of  May  15,  2006,  there  were  outstanding  options  to  purchase
2,967,500 shares, of which options to purchase  2,397,500 shares of Common Stock
were  granted  under  the  Plan.  No  options  granted  under the Plan have been
exercised.

         The Company's Board of Directors on June 22, 2004 granted options under
the Plan to  purchase  220,900  shares  of  Common  Stock at $2.34  per share to
current  employees who held options with exercise prices higher than the options
granted and  surrendered  the options  containing the higher  exercise price. No
options  were  granted  prior to the  stockholder  approval in  substitution  of
previously granted options to any officer or director of the Company.

         To the extent  any of the  options  granted or to be granted  under the
Plan expire or terminate  without being  exercised they may be subject to future
grants under the Plan.

         The following table sets forth information as of May 15, 2006 regarding
options previously granted by the Company (exclusive of warrants previously sold
along with shares of Common  Stock in private  placements  by the  Company)  and
options granted under the Plan to each of the Company's executive officers named
under the Executive Officer  Compensation Table under "Executive  Compensation",
all current  executive  officers as a group,  all current  directors who are not
executive officers as a group and all employees other than executive officers as
a group:

                                           Number of          Number of Options
                                        Stock Options         Granted Under the
Name and Position                     Previously Granted*           Plan*
-----------------                     -------------------     ------------------
Atul Mehta, former President and
Chief Executive Officer (1)...........    670,000(1)                 --
Bernard J. Berk ......................        --                 1,185,000
Mark I. Gittelman.....................        --                   100,000
Chris Dick............................        --                   100,000
Charan Behl...........................        --                     --
Executive Officer Group (5 persons)...                           1,385,000
Non-Executive Directors Group
  (3 persons) (2).....................        --                    90,000
Non-Executive Officer Employee
  Group (17 persons)..................        --                   197,500

------------------------
*    Includes repriced options.

(1)  As part of a settlement  of  litigation  between the Company and Dr. Mehta,
     the expiration dates of options granted prior to April 1, 2001 to Dr. Mehta
     to purchase  670,000  shares of Common Stock were  extended to December 31,
     2007 and the exercise  prices of certain of the options were  reduced.  Dr.
     Mehta exercised 100,000 of the options on March 2, 2004.

(2)  Does not include an aggregate of 720,000 options granted during their terms
     as directors to six former directors.

         The Plan may not be amended to increase  the  maximum  number of shares
which may be granted under the Plan (except under the  anti-dilution  provisions
contained  therein)  or to change the class of persons  to whom  options  may be
granted without the affirmative vote of holders of the Company's Common Stock.

         The  Company  believes  the  increase in the number of shares of Common
Stock  subject  to the Plan will  enhance  its  efforts  to  attract  and retain
individuals with good ability to service the Company, motivate their efforts and
serve the business  interests of the Company,  while  reducing the cash payments
which the  Company  would  otherwise  be  required  to make to  accomplish  such
purposes.

                                       17



         The last reported sale price of the Company's Common Stock (symbol ELI)
on the American Stock Exchange on May 15, 2006 was $2.31 per share. The proceeds
received by us  upon  the exercise of the stock options granted  under the  Plan
will be used for general corporate purposes.

Financial Statement Treatment of Options
----------------------------------------

         The  Company  since  April  2002,   has  expensed  the  fair  value  of
equity-based awards, such as stock options and warrants,  granted or modified in
accordance with accounting principles generally accepted in the United States of
America.  Modifications  such as lowering the exercise  prices or extending  the
expiration  dates could result in material  additions to the Company's  non-cash
expenses.

OPTIONS AUTHORIZED

         The Plan  permits the  Company to grant both  incentive  stock  options
("INCENTIVE  STOCK  OPTIONS" or "ISOS") within the meaning of Section 422 of the
Code,  and other  options  which do not qualify as Incentive  Stock Options (the
"NON-QUALIFIED OPTIONS").

         Unless earlier terminated by the Board of Directors,  the Plan (but not
outstanding  options) terminates on March 1, 2014, after which no further awards
may be granted  under the Plan.  The Plan is  administered  by the full Board of
Directors or, at the Board of Directors' discretion, by a committee of the Board
of Directors consisting of at least two persons who are "disinterested  persons"
defined under Rule  16b-2(c)(ii)  under the Securities  Exchange Act of 1934, as
amended (the "COMMITTEE").  As of March 31, 2006, the Board of Directors had not
appointed a Committee.

         FEDERAL INCOME TAX CONSEQUENCES. The following is a brief discussion of
the  Federal  income  tax  consequences  of  transactions  under the Plan.  This
discussion is not intended to be exhaustive and does not describe state or local
tax consequences.

INCENTIVE OPTIONS

         No  taxable  income  is  realized  by the  Optionee  upon the  grant or
exercise  of an  Incentive  Option,  except as noted  below with  respect to the
alternative  minimum tax. If Common  Stock is issued to an Optionee  pursuant to
the exercise of an Incentive Option, and if no disqualifying disposition of such
shares is made by such  Optionee  within  two  years  after the date of grant or
within one year after the  transfer  of such shares to such  Optionee,  then (1)
upon sale of such shares, any amount realized in excess of the option price will
be taxed to such  Optionee as a long-term  capital  gain and any loss  sustained
will be a long-term  capital loss,  and (2) no deduction  will be allowed to the
Optionee's employer for Federal income tax purposes.

         Except as noted below for  corporate  "insiders,"  if the Common  Stock
acquired upon the exercise of an Incentive  Stock Option is disposed of prior to
the  expiration of either  holding  period  described  above,  generally (1) the
Optionee will realize  ordinary  income in the year of  disposition in an amount
equal to the excess (if any) of the fair market value of such shares at exercise
(or, if less,  the amount  realized on the  disposition of such shares) over the
option  price  paid for such  shares  and (2) the  Optionee's  employer  will be
entitled to deduct such  amount for  Federal  income tax  purposes if the amount
represents  an ordinary and  necessary  business  expense.  Any further gain (or
loss) realized by the Optionee will be taxed as short-term or long-term  capital
gain (or loss),  as the case may be, and will not result in any deduction by the
employer.

         Subject to certain  exceptions for disability or death, if an Incentive
Stock Option is

                                       18



exercised  more than three  months  following  termination  of  employment,  the
exercise  of  the  Option  will   generally  be  taxed  as  the  exercise  of  a
Non-qualified Option.

         For  purposes  of  determining  whether an  Optionee  is subject to any
alternative minimum tax liability,  an Optionee who exercises an Incentive Stock
Option  generally would be required to increase his or her  alternative  minimum
taxable income, and compute the tax basis in the stock so acquired,  in the same
manner as if the Optionee had exercised a Non-qualified Option. Each Optionee is
potentially subject to the alternative minimum tax. In substance,  a taxpayer is
required  to pay the higher of his/her  alternative  minimum  tax  liability  or
his/her "regular" income tax liability. As a result, a taxpayer has to determine
his potential liability under the alternative minimum tax.

NON-QUALIFIED OPTIONS

         Except  as noted  below  for  corporate  "insiders,"  with  respect  to
Non-qualified Options: (1) no income is realized by the Optionee at the time the
Option is granted,  except for options which vest  immediately  if granted at an
exercise price less than fair market value; (2) generally, at exercise, ordinary
income is realized by the Optionee in an amount equal to the difference  between
the option price paid for the shares and the fair market value of the shares, if
unrestricted,  on the date of exercise, and the Optionee's employer is generally
entitled  to a tax  deduction  in the same  amount  subject  to  applicable  tax
withholding requirements;  and (3) at sale, appreciation (or depreciation) after
the date of exercise is treated as either  short-term or long-term  capital gain
(or loss) depending on how long the shares have been held.

         As a result of a recent  ruling by the IRS, if a granted  Non-qualified
Option  contains an exercise price below fair market value on the date of grant,
the Optionee will realize on the first date the option is  exercisable  ordinary
income in an amount equal to the  difference  between the exercise price and the
fair market value on the date of grant.

SPECIAL RULES APPLICABLE TO CORPORATE INSIDERS

         As a result of the  rules  under  Section  16(b) of the  Exchange  Act,
"insiders" (as defined in the Securities  Exchange Act of 1934),  depending upon
the particular exemption from the provisions of Section 16(b) utilized,  may not
receive  the same tax  treatment  as set forth  above with  respect to the grant
and/or exercise of options. Generally,  insiders will not be subject to taxation
until  the  expiration  of any  period  during  which  they are  subject  to the
liability  provisions  of Section 16(b) with respect to any  particular  option.
Insiders  should check with their own tax advisers to ascertain the  appropriate
tax treatment for any particular option.

         BENEFITS. Inasmuch as awards to all participants under the Plan will be
granted at the sole  discretion  of the Board of  Directors or  Committee,  such
benefits under the Plan are not determinable.

         VOTE  REQUIRED;  RECOMMENDATION.  Approval of the amendment of the Plan
will require the affirmative  vote of the holders of a majority of the shares of
the Common Stock of the Company  present,  in person or by proxy,  at the Annual
Meeting.

         THE BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS VOTE THEIR SHARES
FOR THE PROPOSAL TO AMEND THE STOCK OPTION PLAN.

                                       19



                 ITEM 3. PROPOSAL TO APPROVE AND RATIFY SERIES B

                               PREFERRED FINANCING

         The American Stock Exchange (the "AMEX") requires  stockholder approval
of the sale,  issuance,  or  potential  issuance  in a  transaction  or  related
transactions  by a listed company of shares of common stock and shares  issuable
upon conversion or exercise of other  securities which amount to at least 20% of
the then presently  outstanding shares of common stock for a consideration which
is less than the greater of book or market value of a share of common stock (the
"20% Rule").  AMEX interprets the 20% Rule to include  issuances of common stock
as dividends and issuances of common stock upon  conversion or exercise of other
securities issued in connection with a transaction.

         In the  Series B  Preferred  Financing  described  below the  number of
shares of common stock issuable upon conversion of the Series B Preferred Shares
and exercise of Warrants issued to the investors and the Placement Agent and its
designees  represent in the aggregate  7,022,221 shares, or 26.72% of the shares
of our Common Stock,  outstanding  on March 15, 2006, the date of the closing of
the sale,  on an as  converted  basis.  The  Series B  Preferred  Shares and the
Warrants  have  antidilution  rights  which could in the  future,  result in the
adjustment of the applicable  conversion price or exercise price being less than
the closing  sales price of a share of common stock on AMEX.  Additionally,  the
Series B Preferred Shares accrue mandatory dividends which may be paid in shares
of Common  Stock,  the  applicable  market price of which could be less than the
closing sales price of a share of Common Stock on AMEX. The occurrence of either
type of  issuance  could  result  in AMEX  deeming  the  Series B  Financing  in
violation  of the 20% Rule.  Accordingly,  the  Company  is  proposing  that the
stockholders approve and ratify the Series B Preferred Financing.

         On March 15, 2006,  the Company sold pursuant to a Securities  Purchase
Agreement  (the  "PURCHASE  AGREEMENT")  in a private  placement  through Indigo
Securities LLC, the placement agent  ("PLACEMENT  AGENT"),  10,000 shares of its
Series B 8% Convertible  Preferred Stock, par value $0.01 per share (the "SERIES
B PREFERRED SHARES"),  at a price of $1,000 per share (the "STATED VALUE"), each
share convertible,  at $2.25 of the Stated Value, into 444.4444 shares of Common
Stock, or an aggregate of 4,444,444 shares of Common Stock for all 10,000 Series
B  Preferred   Shares.   Purchasers  of  the  Series  B  Preferred  Shares  (the
"INVESTORS")  were issued two classes of five year  warrants to purchase  Common
Stock (collectively, the "WARRANTS"), exercisable on or prior to March 15, 2011.
Each class  represents  the right to purchase an aggregate  of 1,111,111  shares
with $2.75 per share as the exercise price for one class and $3.25 per share the
exercise  price for the other class.  The  Warrants  provide a right of cashless
exercise at any time after one year from the date of issuance of the Warrants if
at  the  time  of  exercise  there  is  no  effective   registration   statement
registering,  or no current  prospectus  available for, the resale of the shares
underlying the Warrants. The conversion rate of each share of Series B Preferred
Stock and the  exercise  price of the  Warrants  are 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 or exercise  price.  Subject to
certain exceptions set forth in the Purchase  Agreement,  the Series B Preferred
Stockholders have preemptive rights with respect to issuance of the Common Stock
or securities  convertible or exercisable  for Common Stock,  on the same terms,
conditions and price provided for in such issuance.  The Company has also agreed
that it will not issue  shares  of Common  Stock or  securities  convertible  or
exercisable  for Common Stock,  subject to specific  exceptions,  until 180 days
after the date the initial registration  statement filed by the Company pursuant
to the related  Registration  Rights Agreement,  dated as of March 15, 2006 (the
"REGISTRATION  RIGHTS  AGREEMENT"),  between the Company and the  Investors,  is
first  declared  effective  by  the  Securities  and  Exchange  Commission  (the
"COMMISSION").

                                       20



         The  Registration  Rights  Agreement  grants  the  holders  of Series B
Preferred  Shares  demand and  piggy-back  registration  rights at the Company's
expense  with  respect to a resale of the shares of Common  Stock  ("REGISTRABLE
SECURITIES")  issuable upon  conversion of the Series B Preferred  Shares,  upon
exercise of the Warrants  (including  the  Placement  Agent's  warrants)  and in
satisfaction of dividend obligations.  A registration statement was filed by the
Company on April 13, 2006 and declared  effective by the Commission on April 25,
2006. If the registration statement ceases for any reason to remain continuously
effective  as to all  Registrable  Securities  for  which it is  required  to be
effective,  or  the  investors  are  otherwise  not  permitted  to  utilize  the
prospectus  therein  to  resell  such  Registrable  Securities  for more than 30
consecutive  calendar  days or more than an aggregate of 45 calendar days during
any 12-month period, the Company has agreed to pay as partial liquidated damages
an amount equal to 2% of the aggregate  purchase price paid by such investor for
any Registrable  Securities then held by such investor and which may not then be
sold by the registration  statement or under Rule 144, but such payments may not
exceed 18% per Investor of the  aggregate  purchase  price paid by such investor
pursuant to the Purchase Agreement.  Liquidated damages unpaid for seven days or
more accrue  interest at 18% per annum (or such  lesser  maximum  amount that is
permitted to be paid by applicable  law), daily from the due date the obligation
is incurred.

         Each purchaser of the Series B Preferred  Shares  represented that such
purchaser is an "accredited  investor" and agreed that the securities  issued in
the  private  placement  bear  a  restrictive   legend  against  resale  without
registration under the Act. The Series B Preferred Shares and warrants were sold
by Company pursuant to the exemption from registration  afforded by Section 4(2)
of the Act and Regulation D thereunder.

         The gross  proceeds  of the sale were  $10,000,000  before  payment  of
$800,000 in commissions to the Placement Agent and selected dealers. The Company
also paid the legal fees and  expenses  of counsel  to the  Placement  Agent and
$200,000 of additional  expenses.  The Company issued to the Placement Agent and
its designees five year warrants to purchase 355,555 shares of Common Stock with
similar terms to the warrants  issued to the investors  except that the exercise
price is $2.25 per share.

         The Series B Preferred  Shares  accrue  dividends at the rate of 8% per
annum on their $1,000 Stated Value  (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  with each  share  valued at 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. Any dividends that are not paid within 5 trading days following a dividend
payment date,  shall  continue to accrue and the Company is to pay a late fee 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  Company  paid an  aggregate  of  $33,333.33  in cash in
satisfaction of the first payment on April 1, 2006 of the dividend.  The Company
is prohibited  from paying  dividends on Common Stock or any other capital stock
ranked junior to the Series B Preferred  Shares prior to the satisfaction of the
Series B Preferred Shares dividend obligation.

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

                                       21



         The holders of Series B Preferred  Shares do not have any voting rights
except (A) as  required  by law;  and (B) the  Company may not without the prior
affirmative  vote of  holders of at least 70% of the then  outstanding  Series B
Preferred  Shares:  (i) alter or change  adversely  the powers,  preferences  or
rights  given to the  Series B  Preferred  Shares 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  Shares,  (iii)  amend the
certificate of  incorporation,  bylaws or other charter  documents in any manner
that  adversely  affects  any rights of the  holders  of the Series B  Preferred
Shares,  (iv) increase the authorized number of Series B Preferred  Shares,  (v)
enter into any agreement with respect to any of the  foregoing,  (vi) other than
Permitted   Indebtedness  (as  defined)  incur  prior  to  March  16,  2009  any
indebtedness  for borrowed money of any kind,  (vii) other than Permitted  Liens
(as defined), incur prior to March 16, 2009, any liens of any kind, (viii) other
than as permitted  by the Series B Preferred  Certificate,  repay or  repurchase
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 Shares
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) that
ranks as to dividends,  redemption or  distribution of assets upon a liquidation
PARI PASSU with or junior to the Series B Preferred  Shares without the approval
of holders of the then outstanding shares of Series B Preferred Shares.

         The Series B Preferred  Shares are to be  automatically  converted into
Common Stock upon written notice to the holders of the Series B Preferred Shares
that (i) the VWAP  Common  Stock  for  each  day in a period  of  20-consecutive
trading days during a Threshold  Period (as defined)  exceeded $5.38 (subject to
adjustment),  and (ii) the  volume  for each  such day  exceeded  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),  each
Series B Preferred  Share is to be redeemed  for cash in an amount  equal to the
sum of (i) 130% of its 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 shares (the  "TRIGGERING  REDEMPTION  AMOUNT").  If at any
time the Commission,  the Company's auditors, Amex (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 Shares shall not be
included in the Company's balance sheet under the heading "stockholder  equity",
then in lieu of a cash payment of the Triggering  Redemption Amount, the Company
is to satisfy its  obligation by the issuance of such 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.

         At its option, the Company may redeem for cash not less than all of the
Series B Preferred  Shares  outstanding,  at any time after March 15, 2008 for a
redemption  price per share 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 Shares.

                                       22



         The Purchase  Agreement  provides that if the Series B Financing is not
approved at this Annual  Meeting,  the Company is to resubmit  the  proposal for
approval to the stockholders at a meeting to be held thereafter  quarterly until
the  approval  is  obtained  or there are no  longer  outstanding  any  Series B
Preferred  Shares.  Pending such approval,  the Company will not issue shares of
its Common Stock upon  conversion of the Series B Preferred  Shares and exercise
of the Warrants and Placement  Agent  Warrants,  which exceed for all conversion
and exercises 7,022,221 shares of Common Stock in the aggregate.

         Pursuant to the Purchase Agreement, unless the stockholders approve the
Series B Financing,  the Company may not issue common stock or securities of the
Company  which would  entitle  the holder  thereof to acquire at any time common
stock,  including,  without  limitation,  any  debt,  preferred  stock,  rights,
options,  warrants or other  instrument that is at any time  convertible into or
exercisable  or  exchangeable  for, or otherwise  entitles the holder thereof to
receive,  common  stock at an  effective  price per share less than $2.15 (other
than certain  exempt  issuances)  subject to adjustment  for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock.  Furthermore,  until the stockholders  approve the Series B
Financing,  the Company is not  permitted  to pay  dividends in shares of Common
Stock if the price at which such shares are valued is less than $2.15.

         VOTE  REQUIRED.  Approval  of  the  transactions  contemplated  by  the
Purchase Agreement and documents related thereto,  including the issuance of the
shares of Common Stock  underlying the Series B Preferred  Shares,  Warrants and
Placement  Agent  Warrants  in an amount  aggregating  more  than  19.99% of the
19,190,159  shares  issued and  outstanding  on March 15, 2006 will  require the
affirmative  vote of the holders of a majority of the shares of the Common Stock
of  the  Company  present,  in  person  or by  proxy,  at  the  Annual  Meeting.
Abstentions will be included in determining the number of shares of Common Stock
present or  represented  and  entitled to vote for purposes of approval and will
have the effect of votes "against" the proposal.

         RECOMMENDATION.  The Board of Directors  believed and believes that the
Series B Financing is  beneficial  to the Company and its  stockholders  and was
effected  on  reasonable  terms.  The net  cash  proceeds  of  $9,000,000  after
deducting the Placement Agent's commission,  expense reimbursement and allowance
are being  applied  for  general  corporate  purposes,  principally  the further
development of the Company's  controlled  release drug  technology and products.
The Board of Directors also believes that the Series B Financing will assist the
Company in achieving  compliance by July 3, 2007,  the date the Amex has set for
the Company to comply with the continued  listing  standards of its Common Stock
as to the amount of shareholders  equity - at least  $4,000,000 if it has losses
from  continuing  operation  and/or net losses in three of its four most  recent
fiscal years or $6,000,000 if it has losses from  continuing  operations  and/or
net losses in its five most recent fiscal years.

         THE BOARD OF DIRECTORS  RECOMMENDS THAT THE  STOCKHOLDERS  VOTE FOR THE
PROPOSAL TO APPROVE THE SERIES B PREFERRED FINANCING TRANSACTIONS, INCLUDING THE
ISSUANCE  OF MORE THAN  7,022,221  SHARES OF COMMON  STOCK UPON  CONVERSION  AND
EXERCISE OF THE SERIES B PREFERRED STOCK AND WARRANTS.

                                       23



                    ITEM 4. PROPOSAL TO RATIFY APPOINTMENT OF

                              INDEPENDENT AUDITORS

         The Board of  Directors,  subject to  stockholder  approval,  appointed
Miller, Ellin & Co., LLP ("MILLER ELLIN") as independent auditors of the Company
for its financial  statements for the fiscal year ending March 31, 2006.  Miller
Ellin has audited the  consolidated  financial  statements  of the Company since
1997.  A  representative  of that firm is  expected  to be present at the Annual
Meeting,  and will have an opportunity  to make a statement to the  stockholders
and will be available to respond to appropriate  questions.  The ratification of
the appointment  will require the affirmative  vote of the holders of a majority
of the shares of Common Stock present, voting in person or by proxy.

            Stockholder  ratification  of the appointment is not required by the
Company's  Certificate  of  Incorporation  or  By-laws  or  otherwise.   If  the
stockholders  fail to  ratify  the  appointment,  the  Board of  Directors  will
reconsider whether to retain that firm. Even if the appointment is ratified, the
Board of Directors in its discretion  may direct the  appointment of a different
independent  accounting  firm if the Board of Directors  determines  that such a
change would be in the best interests of the Company and its stockholders.

THE  BOARD  OF  DIRECTORS   RECOMMENDS  THAT  THE  STOCKHOLDERS   VOTE  FOR  THE
RATIFICATION  OF THE  APPOINTMENT  OF MILLER,  ELLIN & CO., LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2006.

AUDITOR FEES

         The  following  is a  description  of the fees paid by the  Company  to
Miller Ellin during the fiscal year ended March 31, 2005:

         Audit Fees: The Company paid fees of  approximately  $123,000 to Miller
Ellin in connection with its audit of the Company's financial statements for the
fiscal  year  ended  March 31,  2005,  and its review of the  Company's  interim
financial  statements  included in the Company's  Quarterly Reports on Form 10-Q
during the fiscal year ended March 31, 2005,  and  preparation  of the corporate
tax returns.

         Financial  Information  Systems  Design and  Implementation  Fees:  The
Company did not engage  Miller  Ellin  during the year to provide  advice to the
Company regarding financial information systems design and implementation.

         Other fees:  The Company did not pay any fee to Miller Ellin to perform
non-audit services during the year.

                                  OTHER MATTERS

         We are not aware of any matters to be presented  at the Annual  Meeting
other than those described in this proxy  statement.  However,  if other matters
which are not known a reasonable time before the solicitation should come before
the Annual Meeting,  it is intended that the holders of proxies solicited hereby
will vote on such matters in their discretion.

A COPY OF THE COMPANY'S  ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
MARCH  31,  2005,  INCLUDING  FINANCIAL   STATEMENTS,   ACCOMPANIES  THIS  PROXY
STATEMENT.  THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL
OR AS A COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.

                                       24



                              STOCKHOLDER PROPOSALS

         Any  proposal  intended to be presented  by a  stockholder  at the next
Annual  Meeting of  Stockholders  must be received by the Company at the address
specified below no later than the close of business on January 26, 2007 in order
for such proposal to be eligible for inclusion in the Company's  proxy statement
and form of proxy for the Annual  Meeting.  Any proposal  should be addressed to
Mark I. Gittelman,  Secretary,  Elite Pharmaceuticals,  Inc., 165 Ludlow Avenue,
Northvale, New Jersey 07647 and should be sent by certified mail, return receipt
requested.

                       WHERE YOU CAN FIND MORE INFORMATION

         The Company files reports,  proxy statements and other information with
the SEC under the Securities Exchange Act of 1934, as amended. The SEC maintains
an  Internet  world  wide web site that  provides  access,  without  charge,  to
reports,  proxy statements and other information about issuers,  like Elite, who
file   electronically   with   the   SEC.   The   address   of   that   site  is
http://www.sec.gov.

         You also may obtain  copies of these  materials by mail from the Public
Reference Section of the Securities and Exchange Commission, 100 F Street, N.E.,
Room 1580, Washington, D.C, 20549, at prescribed rates. These materials are also
available  from the SEC in  person  at any one of its  public  reference  rooms.
Please  call the SEC at  l-800-SEC-0330  for further  information  on its public
reference  rooms.  You may read  and  copy  this  information  at the  following
location of the SEC:

                  Public Reference Room
                  100 F Street, N.E.
                  Room 1580
                  Washington, D.C. 20549

         You can also obtain,  without  charge,  reports,  proxy  statements and
other  information,   including  without  limitation,  any  information  we  may
incorporate  by  reference  herein,  about the  Company,  by  contacting:  Elite
Pharmaceuticals,  Inc., 165 Ludlow Avenue,  Northvale,  New Jersey 07647,  Attn:
Corporate Secretary, telephone: (201) 750-2646, facsimile: (201) 750-2755.


May 15, 2006                                By Order of the Board of Directors

                                            Mark I. Gittelman, Secretary


                                       25



                           ELITE PHARMACEUTICALS, INC.
                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                  JUNE 28, 2006

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


         The undersigned hereby appoints Bernard Berk and Mark I. Gittelman, and
each of them,  with  full  power of  substitution,  to vote,  as a holder of the
Common  Stock,   par  value  $0.01  per  share   ("Common   Stock"),   of  Elite
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), all the shares of
Common Stock which the undersigned is entitled to vote, through the execution of
a proxy with respect to the 2005 Annual Meeting of  Stockholders  of the Company
(the "Annual Meeting"),  to be held at the offices of Reitler Brown & Rosenblatt
LLC, 800 Third Avenue, 21st Floor, New York, New York 10022, on June 28, 2006 at
10:00 a.m.  EDT, and any and all  adjournments  or  postponements  thereof,  and
authorizes and instructs said proxies to vote in the manner directed below.

         THE BOARD OF  DIRECTORS  RECOMMENDS  THE VOTE FOR THE  ELECTION  OF THE
NOMINEES FOR DIRECTORS NAMED BELOW AND PROPOSALS 2, 3 AND 4.

1.   Election of Directors:     Bernard Berk, Edward Neugeboren, Barry Dash and
                                Melvin Van Woert

                     FOR all Nominees  [_]      WITHHOLD for all Nominees  [_]


If you do not wish your shares  voted FOR a nominee,  draw a line  through  that
person's name above.

2.   Proposal to approve the amendment of the Company's Stock Option Plan.

                  FOR [_]      AGAINST [_]      ABSTAIN  [_]


3.   Proposal  to approve  and ratify the Series B  Financing  described  in the
     Proxy Statement.

                  FOR [_]      AGAINST [_]      ABSTAIN  [_]



4.   Proposal to ratify the appointment of the independent auditors.

                  FOR [_]      AGAINST [_]      ABSTAIN  [_]


5.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business  as may  properly  come  before  such  meeting or  adjournment  or
     postponement thereof.

            THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE VOTE,
               SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.



                                  BACK OF CARD



         PROPERLY  EXECUTED AND RETURNED PROXY CARDS WILL BE VOTED IN THE MANNER
DIRECTED  HEREIN  BY THE  UNDERSIGNED  STOCKHOLDER.  IF NO  INSTRUCTIONS  TO THE
CONTRARY  ARE MADE,  THIS  PROXY WILL BE VOTED FOR THE  ELECTION  OF EACH OF THE
NAMED NOMINEES AS DIRECTORS AND PROPOSALS 2, 3 AND 4 AS DESCRIBED ON THE REVERSE
SIDE OF THIS CARD.

You may  revoke  this  proxy at any  time  before  it is  voted by (i)  filing a
revocation  with the Secretary of the Company,  (ii)  submitting a duly executed
proxy  bearing a later  date or time  than the date or time of the  proxy  being
revoked;  or (iii)  attending  the  Annual  Meeting  and  voting  in  person.  A
stockholder's attendance at the Annual Meeting will not by itself revoke a proxy
given by the stockholder.

                                              (Please  sign  exactly as the name
                                              appears below. Joint owners should
                                              each   sign.   When   signing   as
                                              attorney, executor, administrator,
                                              trustee or  guardian,  please give
                                              full   title   as   such.   If   a
                                              corporation, please sign with full
                                              corporate  name  by  president  or
                                              other  authorized  officer.  If  a
                                              partnership,  please  sign  in the
                                              partnership   name  by  authorized
                                              person.)




Dated:
        ----------------------------    ----------------------------------------
                                        Signature

-----------------------------------
PLEASE COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
-----------------------------------


                                        ----------------------------------------
                                        Signature, if held by joint owners