U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended                   June 30, 2005
                                 -----------------------------------------------

                                       or

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period ended        to


                        Commission File Number: 333-45241
--------------------------------------------------------------------------------

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


Delaware                                                         22-3542636
---------------------------------------------------         --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


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



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


              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                                  Yes [x] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                                                  Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the common stock, $.01 par value,
as of August 5, 2005: 18,143,108 (exclusive of 100,000 shares held in treasury).

<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES


                                      INDEX


                                                                        Page No.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

           Consolidated Balance Sheets as of
           June 30, 2005 (unaudited) and March 31, 2005                   1 - 2

           Consolidated Statements of Operations for the three months
           ended June 30, 2005 and June 30, 2004 (unaudited)                3

           Consolidated Statement of Changes in Stockholders' Equity
           for the three months ended June 30, 2005 (unaudited)             4

           Consolidated Statements of Cash Flows for the three months
           ended June 30, 2005 and June 30, 2004 (unaudited)                5

           Notes to Consolidated Financial Statements                     6 - 11

Item 2.  Management's Discussion And Analysis of Financial
         Condition And Results Of Operations                             12 - 15

Item 3.  Quantitative And Qualitative Disclosures
         About Market Risk                                                 15

Item 4.  Controls and Procedures                                           16


PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders               16

Item 6.  Exhibits and Reports on Form 8-K                                  17


SIGNATURES                                                                 18

<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                        JUNE 30,      MARCH 31,
                                                          2005          2005
                                                       (Unaudited)

CURRENT ASSETS:
   Cash and cash equivalents                           $ 2,693,341   $ 3,902,003
   Accounts receivable, net of allowance for
      doubtful accounts of $153,250 and
      $153,250, respectively                                    --       142,113
   Current portion of restricted cash - debt service       201,337       113,425
   Prepaid expenses and other current assets               307,841       346,905
                                                       -----------   -----------

      Total current assets                               3,202,519     4,504,446
                                                       -----------   -----------

PROPERTY AND EQUIPMENT, net of accumulated
   depreciation and amortization                         4,152,090     4,194,437
                                                       -----------   -----------


INTANGIBLE ASSETS - net of accumulated amortization         75,754        81,184
                                                       -----------   -----------


OTHER ASSETS:
   Deferred charges                                         41,013        41,013
   Security deposit                                          6,980            --
   Restricted cash - debt service                          300,000       300,000
   EDA bond offering costs, net of accumulated
      amortization of  $76,948 and $73,648,
      respectively                                         120,912       124,212
                                                       -----------   -----------

      Total other assets                                   468,905       465,225
                                                       -----------   -----------

      Total assets                                     $ 7,899,268   $ 9,245,292
                                                       ===========   ===========


                   The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       1
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     JUNE 30,        MARCH 31,
                                                       2005            2005
                                                    (Unaudited)

CURRENT LIABILITIES:
   Current portion - note payable                   $    132,476   $    127,946
   Current portion of EDA bonds                          165,000        165,000
   Accounts payable and accrued expenses                 552,509        882,917
                                                    ------------   ------------
      Total current liabilities                          849,985      1,175,863
                                                    ------------   ------------


LONG TERM LIABILITIES:
   Note payable - net of current portion                 152,261        187,128
   EDA bonds - net of current portion                  2,180,000      2,180,000
                                                    ------------   ------------

      Total long-term liabilities                      2,332,261      2,367,128
                                                    ------------   ------------


      Total liabilities                                3,182,246      3,542,991
                                                    ------------   ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred Stock -- $.01 par value;
      Authorized 4,483,442 shares
      None issued and outstanding
   Common Stock - $.01 par value;
      Authorized - 65,000,000 shares
      Issued and outstanding - 18,143,808 shares
      and 18,022,183 shares at June 30, 2005
      and March 31, 2005, respectively                   181,438        180,222
   Additional paid-in capital                         47,246,215     47,006,379

   Accumulated deficit                               (42,403,790)   (41,177,459)
                                                    ------------   ------------
                                                       5,023,863      6,009,142
   Treasury stock, at cost (100,000 shares)             (306,841)      (306,841)
                                                    ------------   ------------
       Total stockholders' equity                      4,717,022      5,702,301
                                                    ------------   ------------


       Total liabilities and stockholders' equity   $  7,899,268   $  9,245,292
                                                    ============   ============


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                       2
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         THREE MONTHS ENDED
                                                             JUNE 30,
                                                      2005             2004
                                                   (Unaudited)      (Unaudited)

REVENUES                                          $    114,781     $         --
                                                  ------------     ------------

COST OF OPERATIONS:
    Research and development                           738,987          646,229
    General and administrative                         426,530          408,572
    Depreciation and amortization                       93,750          105,360
                                                  ------------     ------------
                                                     1,259,267        1,160,161
                                                  ------------     ------------
LOSS FROM OPERATIONS                                (1,144,486)      (1,160,161)
                                                  ------------     ------------

OTHER INCOME (EXPENSES):
   Interest income                                      19,830            3,044
   Interest expense                                    (56,125)         (51,801)
   Non-cash compensation through issuance
      of stock options and warrants                    (44,550)        (627,364)
                                                  ------------     ------------
                                                       (80,845)        (676,121)
                                                  ------------     ------------

LOSS BEFORE PROVISION FOR INCOME TAXES              (1,225,331)      (1,836,282)
                                                  ------------     ------------

PROVISION FOR INCOME TAXES                               1,000            1,000
                                                  ------------     ------------

NET LOSS                                          $ (1,226,331)    $ (1,837,282)
                                                  ============     ============

BASIC AND DILUTED LOSS PER COMMON SHARE           $       (.07)    $       (.15)
                                                  ============     ============


WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                        18,058,934       12,204,426
                                                  ============     ============


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       3
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       COMMON STOCK        ADDITIONAL
                                                   ---------------------     PAID-IN      TREASURY      ACCUMULATED    STOCKHOLDERS'
                                                      SHARES     AMOUNT      CAPITAL        STOCK         DEFICIT         EQUITY
                                                   ----------   --------   -----------   -----------    ------------    -----------
<S>                                                <C>          <C>        <C>           <C>            <C>             <C>
BALANCE AT MARCH 31, 2005 (Audited)                18,022,183   $180,222   $47,006,379   $  (306,841)   $(41,177,459)   $ 5,702,301

Three months ended June 30, 2005 (unaudited)

Exercise of stock options                              20,000        200        39,800            --              --         40,000

Exercise of stock warrants                            101,625      1,016       155,486            --              --        156,502

Non-cash compensation through the issuance of
stock options and warrants                                 --         --        44,550            --              --         44,550

Net loss for three months ended June 30, 2005              --         --            --            --      (1,226,331)    (1,226,331)
                                                   ----------   --------   -----------   -----------    ------------    -----------

BALANCE AT JUNE 30, 2005 (Unaudited)               18,143,808   $181,438   $47,246,215   $  (306,841)   $(42,403,790)   $ 4,717,022
                                                   ==========   ========   ===========   ===========    ============    ===========
</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       4
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          THREE MONTHS ENDED
                                                              JUNE 30,
                                                        2005           2004
                                                     (UNAUDITED)    (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $(1,226,331)   $(1,837,282)
   Adjustments to reconcile net loss to cash used
      in operating activities:
      Depreciation and amortization                       93,750        105,360
      Non-cash compensation                               44,550        627,364
      Changes in assets and liabilities:
         Accounts receivable                             142,113             --
         Prepaid expenses and other current assets        39,064         40,145
         (Increase) in security deposit                   (6,980)            --
         Accounts payable, accrued expenses and
            other current liabilities                   (330,408)      (299,352)
         Deferred revenue                                     --        150,000
                                                     -----------    -----------

NET CASH USED IN OPERATING ACTIVITIES                 (1,244,242)    (1,213,765)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                                (42,673)            --
   Payment of deposit for manufacturing equipment             --         (1,067)
   (Increase) in restricted cash                         (87,912)       (67,073)
                                                     -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                   (130,585)       (68,140)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal equipment  note payments                    (30,337)       (18,750)
   Proceeds from exercise of stock options                40,000             --
   Proceeds from exercise of stock warrants              156,502             --
                                                     -----------    -----------

NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES                                  166,165        (18,750)
                                                     -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS               (1,208,662)    (1,300,655)

CASH AND CASH EQUIVALENTS - beginning of period        3,902,003      2,104,869
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS - end of period            $ 2,693,341    $   804,214
                                                     -----------    -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid for interest                         $    11,591    $     3,461
      Cash paid for income taxes                           1,000          1,000


                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       5
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

         The  information  in this Form 10-Q  Report  includes  the  results  of
         operations  of  Elite   Pharmaceuticals,   Inc.  and  its  consolidated
         subsidiaries  (collectively  the "Company")  including its wholly-owned
         subsidiaries,   Elite  Laboratories,  Inc.  ("Elite  Labs")  and  Elite
         Research,  Inc.  ("ERI"),  for the three months ended June 30, 2005 and
         June 30, 2004.  As of June 30, 2005,  the  financial  statements of all
         entities are consolidated and all significant intercompany accounts are
         eliminated upon consolidation.  The accompanying unaudited consolidated
         financial   statements  have  been  prepared   pursuant  to  rules  and
         regulations  of the Securities  and Exchange  Commission.  Accordingly,
         they do not include all of the  information  and footnotes  required by
         accounting  principles  generally  accepted  in the  United  States  of
         America  for  complete   financial   statements.   In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary  for a  fair  presentation  of  the  consolidated
         financial position, results of operations and cash flows of the Company
         for the periods presented have been included.

         The  financial  results  for the interim  periods  are not  necessarily
         indicative  of the results to be  expected  for the full year or future
         interim periods.

         The accompanying  consolidated financial statements of the Company have
         been  prepared  in  accordance  with  accounting  principles  generally
         accepted for interim  financial  statement  presentation  and should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes included in the Company's Annual Report on Form 10-K for the year
         ended  March 31,  2005.  There  have  been no  changes  in  significant
         accounting policies since March 31, 2005.

         The Company does not anticipate  being profitable for fiscal year 2006;
         therefore a current  provision for income tax was not  established  for
         the three months ended June 30, 2005. Only the minimum  corporation tax
         liability required for state purposes is reflected.

NOTE 2 - STOCKHOLDERS' EQUITY

         The  shareholders  at the Annual Meeting of  Stockholders  adjourned to
         July  21,  2004,   approved  the  amendment  to  the   Certificate   of
         Incorporation  increasing  the number of  authorized  shares of capital
         stock from  25,000,000  shares of common stock to 65,000,000  shares of
         common stock and 5,000,000 shares of Preferred  Stock,  each with a par
         value of $.01 per share.  516,558 shares of the Preferred Stock (issued
         as Series A Convertible  Preferred  Stock during fiscal year 2005) were
         converted  into  shares of common  stock and were  retired  on March 2,
         2005.


         PUBLIC OFFERINGS

         A registration  statement on Form SB-2,  declared  effective on July 6,
         2004 under the  Securities  Act of 1933,  as  amended,  registered  the
         following shares of common stock:

            1)   1,530,000 shares sold in a private  placement and 50,000 shares
                 to be offered upon exercise of warrants issued to the Placement
                 Agent and its associates.

            2)   100,000  shares to be offered  upon  exercise of stock  options
                 held by a former Chief Executive  Officer at the exercise price
                 of $1.00 per share.

                                       6
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - STOCKHOLDERS' EQUITY (Continued)


         PUBLIC OFFERINGS (continued)

         A registration  statement on Form SB-2, declared effective December 28,
         2004,  under the  Securities  Act of 1933, as amended,  registered  the
         following shares of common stock:

            1)   5,165,580  shares which may be offered upon  conversion  of the
                 outstanding  516,558  shares  of  Series A  Preferred  Stock (a
                 conversion  rate of 10 shares of Common Stock for each Series A
                 Preferred  share) plus 26,961  shares issued as the December 1,
                 2004 dividend and up to an additional  765,455 shares which may
                 be issued as subsequent dividends or pursuant to the conversion
                 rate on outstanding shares of Series A Preferred Stock;

            2)   2,582,790  shares which may be offered upon  exercise of Common
                 Stock Purchase  Warrants expiring December 31, 2005 issued in a
                 private placement by the Company.

            3)   3,077,721  shares which may be offered upon  exercise of Common
                 Stock Purchase  Warrants  expiring  December 27, 2009 issued in
                 the foregoing private placement;

            4)   1,362,200  shares  acquired  from Dr. Atul Mehta and his family
                 which may be offered by holders.

            5)   670,000  shares which may be offered by Dr. Mehta upon exercise
                 of  outstanding  options and 50,000 shares which may be offered
                 by Mr.  Jason  Lyons upon  exercise  of Common  Stock  Purchase
                 Warrants;

            6)   26,500  outstanding  shares of which were  issued to and may be
                 offered by CEOcast, Inc.


         WARRANTS AND OPTIONS

         On July 20, 2004,  the Company  issued  five-year  warrants to purchase
         50,000  shares  of  common  stock at a price of $3.00  per  share to an
         individual  in  consideration  of his  agreement  to  render  financial
         consulting  services.  Stockholders at the Annual Meeting held on April
         15, 2005 ratified the issuance of the warrants.

         On July 8,  2004,  Elite  Labs,  to  finance  the  purchase  of certain
         machinery and equipment,  borrowed $400,000 and designees of the lender
         received  50,000  warrants,  which vested  immediately,  to purchase an
         aggregate of 50,000 shares of the  Company's  common stock at $4.20 per
         share.

         On June 3, 2004,  the Company  granted  five-year  warrants to purchase
         100,000  shares  of  common  stock at a price of $2.50  per  share to a
         financial consultant.

                                       7
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - STOCKHOLDERS' EQUITY (Continued)


         WARRANTS AND OPTIONS (continued

         The per  share  weighted-average  fair  value  of the  above  mentioned
         warrants  under  this  subcaption  ranged  from $.83 - $1.50  using the
         Black-Scholes warrant pricing model with the following weighted-average
         assumptions: no dividend yield; expected volatility of 80.34; risk free
         interest rate of 3.0% and expected lives of 10 years.

         The  stockholders of the Company  approved the adoption by the Board of
         Directors of the Company's  2004 Stock Option Plan (the "2004 Plan") in
         June 2004 and an amendment to the Plan on April 15, 2005.  The Plan, as
         amended,  reserves  4,000,000  shares of Common  Stock for grant by the
         Board of  Directors  of  incentive  or  nonqualified  stock  options to
         officers, employees, or directors of and consultants to the Company.

         On June 22,  2004,  the  Company  granted  under the 2004 Plan  120,000
         options to  Directors  and 123,300  options to employees to purchase an
         aggregate  of  243,300  shares of Common  Stock at a price of $2.34 per
         share.  The options granted to employees were in replacement of options
         containing  exercise  prices greater than $2.34 per share granted prior
         to the  adoption  of the 2004 Plan.  On the same date the  stockholders
         approved  amendments  made  previously  by the  Board of  Directors  to
         outstanding  warrants and options including the repricing of options to
         purchase  420,000 shares,  of which options to purchase  330,000 shares
         were held by Directors of the Company.

         Accordingly,  during the three  months ended June 30, 2004 options with
         respect to an aggregate of 543,300 options were repriced  (treating the
         options granted in lieu of outstanding options as repriced options).

         The options as repriced  have exercise  prices  between $2.21 and $2.34
         per  share.  162,300  options  are vested and  381,000  options  are in
         various  stages of three year vesting  periods.  The options expire ten
         years from date of issuance.  The per share weighted-average fair value
         of options repriced during the three months ended June 30, 2004, ranged
         from $1.51 - $1.91 using the  Black-Scholes  options pricing model with
         the following weighted-average assumptions: no dividend yield; expected
         volatility of 76.69%;  risk-free  interest  rate of 4.0%;  and expected
         lives of ten years. The Company took a charge of $397,732 for the three
         months  ended June 30,  2004,  which  represents  the fair value of the
         options vested,  utilizing the  Black-Scholes  options pricing model on
         each grant date.

         The 120,000 options granted under the 2004 Plan to members of the Board
         of  Directors  expire  ten  years  from the date of  issuance;  have an
         exercise  price of $2.34 per share and are fully vested.  The per share
         weighted-average  fair value of the options amounted to $1.91 using the
         Black-Scholes options pricing model with the following weighted-average
         assumptions:  no dividend yield;  expected  volatility of 76.69%;  risk
         free  interest  rate of 4.0%;  and  expected  lives of ten  years.  The
         Company took a charge of $229,632 for the  three-months  ended June 30,
         2004, which represents the fair value of the vested options,  utilizing
         the Black-Scholes options pricing model on the grant date.

                                       8
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - STOCKHOLDERS' EQUITY (Continued)


         WARRANTS AND OPTIONS (continued)

         The  following  table  illustrates  the effect on net loss and loss per
         share  as if  the  Company  had  applied  the  fair  value  recognition
         provisions of SFAS No. 123 to all  outstanding  and unvested  awards in
         each period presented:

                                                      THREE MONTHS ENDED JUNE
                                                     --------------------------
                                                         2005           2004
                                                     -----------    -----------

            Net loss as reported                     $(1,226,331)   $(1,837,282)

            Add: Stock-based compensation
            expense included in reported net loss,
            net of related tax effects                    44,550        627,364

            Deduct: Total stock-based
            compensation expense determined
            under fair value method for all awards
            net of related tax effects                   (53,786)      (641,121)
                                                     -----------    -----------

            Pro-forma net loss                       $(1,235,567)   $(1,851,039)

            Loss per share as reported               $      (.07)   $     (0.15)
            Pro-forma loss per share                 $      (.07)   $     (0.15)

         At June 30, 2005, Elite had outstanding 2,257,050 options with exercise
         prices ranging from $1.00 to $2.34 and 7,934,250 warrants with exercise
         prices   ranging   from  $2.00  to  $5.00;   each  option  and  warrant
         representing the right to purchase one share of common stock.

                                       9
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 3 - COMMITMENTS AND CONTINGENCIES


         COLLABORATIVE AGREEMENTS

         On June  21,  2005,  the  Company  and  IntelliPharmaCeutics  Corp.,  a
         specialty  pharmaceutical  company,  entered into an agreement  for the
         development and commercialization of a controlled released generic drug
         by the parties.  The Company is to share in the profits,  if any,  from
         the sales of the drug.

         On June 22, 2005, the Company and Pliva, Inc.  ("Pliva") entered into a
         Product   Development   and  License   Agreement,   providing  for  the
         development  and  license  of  a  controlled   released   generic  drug
         formulated by the Company.  The Company is to manufacture  and Pliva is
         to market and sell the product. The development costs are to be paid by
         Pliva and the Company and the profits are to be shared  equally.  Pliva
         is to make upfront and milestone payments to the Company

         On March 30, 2005,  the Company  entered  into a product,  development,
         manufacturing  and distribution  agreement with Harris  Pharmaceutical,
         Inc.  ("Harris") and Tish  Technologies  LLC ("Tish") with respect to a
         generic controlled release drug delivery system in an undisclosed area.
         The product is a generic  equivalent to a branded  drug.  The agreement
         provides  for  (i)  the  drug   development  by  Elite  with  costs  of
         development to be shared by Elite and Harris,  (ii) the  manufacture of
         the product by Elite and its sale to Harris for distribution, and (iii)
         Tish  to be  responsible  for  any  requisite  submissions  to the  FDA
         relating  to the  product.  Elite is to share in the  profits,  if any,
         generated from the sale of the product.

         In May, 2004, Elite granted Purdue Pharma, L.P. ("Purdue") the right to
         evaluate certain abuse  resistance drug  formulation  technology of the
         Company and an option to negotiate an exclusive  license to develop and
         commercialize   Oxycodone  products  under  the  Company's   technology
         pursuant to which the Company received  $150,000,  which was recognized
         as revenue during the year ended March 31, 2005.

                                       10
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)


         CONSULTING AGREEMENTS

         The Company  entered into one year  consulting  agreements with each of
         Saggi Capital Corp. and Bridge  Ventures Inc. on November 4, 2003 which
         have been extended  through the period ending November 4, 2005. Each of
         the  consultant's  services  include  advice  with  respect  to overall
         strategic  planning,   financing  opportunities,   acquisition  policy,
         commercial  and  investment   banking   relationships  and  stockholder
         matters. The Company pays each consultant a fee of $75,000 per annum in
         monthly installments of $6,250. In addition, the Company issued to each
         consultant  a five (5) year warrant to purchase  100,000  shares of the
         Company's common stock at a price of $2.00 per share.

         On June 3, 2004,  the Company  agreed to issue a  five-year  warrant to
         purchase  100,000  shares of Common Stock at a price of $2.50 per share
         to a company in  consideration  of its agreement to provide  consulting
         services.

         On July 20, 2004, the Company issued to an individual, in consideration
         of his agreement to provide financial consulting services, a three-year
         warrant to purchase  50,000  shares of common stock at a price of $3.00
         per share. The issuance was ratified by stockholders on April 15, 2005.

         For the three months ended June 30, 2005 and 2004,  consulting expenses
         under these agreements amounted to an aggregate of $45,000 and $30,000,
         respectively.

         LEASE

         On July 15,  2005,  the  Company  entered  into a lease  for two  years
         commencing  on July 1, 2005 for part of a one-story  warehouse  for the
         storage of finished  and raw  material of  pharmaceutical  products and
         equipment. The lease has a renewal option for a five-year period.

         Future minimum lease payments for the periods ending June 30 are:

                             2006                    27,923
                             2007                    27,923



NOTE 4 - SUBSEQUENT EVENTS

         On July 14, 2005, the Company granted under its 2004 Stock Option Plan,
         ten (10)  year  options  to  purchase  at a price of $2.80 per share an
         aggregate  of  152,200  shares  of  common  stock to  employees  of the
         Company. Vesting periods range from immediate to a period of five years
         from date of grant.

         On the same date, the Company granted ten (10) year options to purchase
         20,000  shares  of  common  stock at a price of $2.80  per share to its
         Chief Financial Officer. The option will vest over a three year period.

                                       11
<PAGE>


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

               THREE MONTH PERIOD ENDED JUNE 30, 2005 COMPARED TO
             THE THREE MONTH PERIOD ENDED JUNE 30, 2004 (UNAUDITED)


         The following  discussion  and analysis  should be read in  conjunction
with the Consolidated  Financial  Statements,  the related Notes to Consolidated
Financial  Statements  and  Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations  included in the Company's  Annual Report on
Form 10-K for the  fiscal  year  ended  March  31,  2005  (the  "10-K")  and the
Unaudited  Consolidated  Financial  Statements and related Notes to Consolidated
Financial  Statements  included in Item 1 of Part I of this Quarterly  Report on
Form 10-Q.

         The   Company   has   included  in  this   Quarterly   Report   certain
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 concerning the Company's business,  operations and
financial condition.  "Forward-looking statements" consist of all non-historical
information,   and  the  analysis  of  historical  information,   including  the
references in this  Quarterly  Report to future revenue  growth,  future expense
growth, future credit exposure,  earnings before interest,  taxes,  depreciation
and amortization, future profitability,  anticipated cash resources, anticipated
capital expenditures,  capital requirements,  and the Company's plans for future
periods. In addition, the words "could", "expects", "anticipates",  "objective",
"plan",  "may affect",  "may depend",  "believes",  "estimates",  "projects" and
similar  words and phrases are also  intended to identify  such  forward-looking
statements.

         Actual  results  could differ  materially  from those  projected in the
Company's forward-looking statements due to numerous known and unknown risks and
uncertainties,   including,  among  other  things,  unanticipated  technological
difficulties,  the  volatile  and  competitive  environment  for  drug  delivery
products,  changes in  domestic  and  foreign  economic,  market and  regulatory
conditions, the inherent uncertainty of financial estimates and projections, the
uncertainties involved in certain legal proceedings,  instabilities arising from
terrorist actions and responses thereto, and other  considerations  described as
"Risk Factors" in other filings by the Company with the SEC including its Annual
Report on Form 10-K. Such factors may also cause  substantial  volatility in the
market price of the Company's common stock. All such forward-looking  statements
are current only as of the date on which such  statements were made. The Company
does not  undertake  any  obligation  to  publicly  update  any  forward-looking
statement to reflect  events or  circumstances  after the date on which any such
statement is made or to reflect the occurrence of unanticipated events.

OVERVIEW

         The Company is a specialty  pharmaceutical  company principally engaged
in the  development and manfacture of oral,  controlled  release  products.  The
Company develops  controlled  release products using proprietary  technology and
licenses these products.  The Company's  strategy  includes  developing  generic
versions of  controlled  release drug  products  with high barriers to entry and
assisting  partner companies in the life cycle management of products to improve
off-patent  drug  products.  The  Company's  technology is applicable to develop
delayed, sustained or targeted release pellets, capsules,  tablets, granules and
powders.  The Company has one product  currently being sold  commercially  and a
pipeline of six drug products under  development in the  therapeutic  areas that
include cardiovascular,  pain management, allergy and infection. The addressable
market for the Company's pipeline of products exceeds $4 billion.  The Company's
current  facility  in  Northvale,  New Jersey  also is a GMP and DEA  registered
facility for research, development and manufacturing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management's  discussion addresses the Company's consolidated financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses  during the reporting  period.  On an
ongoing basis, management evaluates its estimates and judgment,  including those
related to long-lived  assets,  intangible  assets,  income taxes,  equity-based
compensation,  and contingencies and litigation.  Management bases its estimates
and  judgments on  historical  experience  and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

                                       12
<PAGE>


         Management believes the following critical accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its consolidated financial statements.

         The Company's most critical accounting policies include the recognition
of revenue upon  completion  of certain  phases of projects  under  research and
development  contracts.  Revenues  from  these  contracts  are  recognized  when
management determines the Company has completed its obligation under each phase.
The Company  also  assesses a need for an  allowance  to reduce its deferred tax
assets to the amount that it believes  are more likely than not to be  realized.
Management  estimates its net operating  losses will probably not be utilized in
the near future,  and has not  recognized  a tax benefit from this  deferred tax
asset. If management anticipated being profitable,  a deferred tax benefit would
be  recognized  and such  estimate  would reduce net loss and net loss per share
accordingly.  The Company assesses the  recoverability  of long-lived assets and
intangible assets whenever events or changes in circumstances  indicate that the
carrying value of the assets may not be  recoverable.  Management  estimates the
Company's  patents and property and equipment are not impaired.  If these assets
were considered  impaired,  the Company would recognize an impairment loss which
would  increase the  Company's net loss and net loss per share  accordingly.  It
should be noted that  actual  results  may differ  from  these  estimates  under
different assumptions or conditions.

         During the fiscal year ended  March 31,  2003,  the Company  elected to
prospectively recognize the fair value of stock options granted to employees and
members of the Board of  Directors,  effective as of the beginning of the fiscal
year. The prospective method allowed by the Financial Accounting Standards Board
affects the Company's  results of  operations  for the three month periods ended
June 30, 2005 and 2004 as options were granted or repriced  during these periods
which either vested  immediately  or vest over three to five years.  The Company
does not know the future effect of options and warrants  which may be granted to
employees  and  members  of the Board of  Directors.  The  Financial  Accounting
Standards  Board  provided  three   transition   alternatives   for  recognizing
stock-based compensation cost using the fair value method. If management did not
elect the prospective  method during the three month periods ended June 30, 2005
and 2004,  net loss and net loss per share would have been  decreased.  However,
the two other methods would have required either greater compensation cost to be
recognized as an expense or retroactive  restatement of previously  reported net
loss.

RESULTS OF CONSOLIDATED OPERATIONS

THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004

         Revenues, consisting solely of manufacturing fees, for the three months
ended June 30,  2005 were  $114,781 as  compared  with none over the  comparable
period of the prior year.

         General and administrative expenses for the three months ended June 30,
2005 were $426,530,  an increase of $17,958,  or  approximately  4.4%,  from the
comparable period of the prior year. The increase in general and  administrative
expenses was substantially due to increased salaries and staff.

         Research and development costs for the three months ended June 30, 2005
were $739,987, an increase of $92,758, or approximately 14.4%, from $646,229 for
the  comparable  period of the prior year,  primarily the result of increases in
wages, raw materials, laboratory and manufacturing supplies.

         We are unable to provide a break-down of the specific costs  associated
with the research and development of each product on which we devoted  resources
because  a  significant  portion  of the  costs are  generally  associated  with
salaries,  laboratory supplies, laboratory and manufacturing expenses, utilities
and similar expenses.  We have not historically  allocated these expenses to any
particular  product.  In addition,  we cannot estimate the additional  costs and
expenses that may be incurred in order to potentially  complete the  development
of any product, nor can we estimate the amount of time that might be involved in
such development because of the uncertainties associated with the development of
controlled release drug delivery products as described in this report.

         Depreciation  and amortization for the three months ended June 30, 2005
decreased  by $11,610 to $93,750 from  $105,360 for the year earlier  comparable
period due to the full amortization and depreciation of certain assets.

         Other expenses for the three months ended June 30, 2005 were $80,845, a
decrease of $595,276,  or approximately  88%, from the comparable  period of the
prior year.  The decrease was due to a reduction of $185,082 in charges  related
to issuance of stock options,  and a charge of $397,732  during the three months
ended June 30, 2004

                                       13
<PAGE>


related to the repricing of stock options.  Additional  interest income,  due to
higher compensating balances as a result of the private placement, was offset by
increases in interest expense resulting from the equipment financing.

         As a result  of the  foregoing,  the  Company's  net loss for the three
months  ended June 30, 2005  decreased to  $1,225,331  from  $1,837,282  for the
comparable period of the prior year.

MATERIAL CHANGES IN FINANCIAL CONDITION

         The Company's  working capital (total current assets less total current
liabilities),  decreased to $2,352,534 as of June 30, 2005 from $3,328,583 as of
March 31, 2005, primarily due to the net loss of $1,144,486 from operations.

         The  Company   experienced   negative  cash  flow  from  operations  of
$1,237,262  for the three  months  ended  June 30,  2005,  primarily  due to the
Company's net loss from operations offset by non-cash charges of $138,300, which
included   $44,550  in  connection  with  the  issuance  of  stock  options  and
depreciation and amortization of $93,750.

         The Company recently completed a Good  Manufacturing  Practices ("GMP")
batch for a product  currently  licensed with a  pharmaceutical  company under a
development and license agreement entered into June 2001. The Company expects to
complete  two  additional  GMP batches in the near future under the terms of the
licensing agreement.

         On November 15, 2004, Elite's partner, ECR, launched LODRANE 24, once a
day allergy product,  utilizing  Elite's extended release  technology to provide
for once  daily  dosing.  Under  its  agreement  with  ECR,  Elite is  currently
manufacturing  commercial  batches of LODRANE 24 in exchange for a manufacturing
margin and royalties on product  revenues.  No royalty was earned as of June 30,
2005, but the Company  expects the royalties to provide  additional cash to help
fund its operations.

         On March 30, 2005,  the Company  entered  into a product,  development,
manufacturing  and  distribution  agreement  with  Harris  Pharmaceutical,  Inc.
("Harris")  and  Tish  Technologies  LLC  ("Tish")  with  respect  to a  generic
controlled release drug delivery system in an undisclosed area. The product is a
generic  equivalent  to a branded drug which has  estimated  addressable  market
revenues of approximately  $80 million per year. The agreement  provides for (1)
the  development  of the drug by Elite with costs of development to be shared by
Elite and the marketing  company,  (2) the  manufacture by Elite and its sale to
the marketing company for distribution and (3) the boutique  development company
to be  responsible  for any  requisite  submissions  to the FDA  relating to the
product.  Elite  is to  share  in the  profits  generated  from  the sale of the
product.

On June 21,  2005,  the  Company  and  IntelliPharmaCeutics  Corp.,  a specialty
pharmaceutical  company,  entered  into an  agreement  for the  development  and
commercialization  of a controlled  released  generic  drug by the parties.  The
product had an  addressable  market in the U.S. of  approximately  $4 billion in
2004.  The  Company is to share in the  profits,  if any,  from the sales of the
drug.

         On June 22, 2005, the Company and Pliva, Inc.  ("Pliva") entered into a
Product  Development  and License  Agreement  providing for the  development and
license of a controlled  released  generic drug  formulated by the Company.  The
product had an estimated U.S. generic market size of  approximately  $90 million
in 2004.  The  Company  is to  manufacture  and Pliva  will  market and sell the
product.  Under the  agreement,  the partner is to make  upfront  and  milestone
payments to the Company.  The development  costs are to be paid by Pliva and the
Company and the profits are to be shared equally.

         No assurance can be given that the Company will  consummate  any of the
transactions contemplated above or that they will generate any material revenues
for Elite.

LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended June 30, 2005, the Company recorded negative
cash flow and financed  its  operations  primarily  through  utilization  of its
existing cash. As of June 30, 2005, the Company's had  approximately  $2,693,000
of cash and cash equivalents and working capital of approximately  $2.4 million,
an increase of approximately $1.9 million from the $.8 million at June 30, 2004.

         Net cash used in operating  activities was $1,237,262  during the three
months ended June 30, 2005,  compared to  $1,213,765  for the three months ended
June 30,  2004.  Net cash used in operating  activities  during the three months
ended June 30, 2005 included the Company's net loss of $1,226,331  and decreases
in accounts payable and accrued expenses,  offset in part by non-cash charges of
$138,300   consisting  of  44,550  in  stock  option   charges  and  $93,750  in

                                       14
<PAGE>


depreciation  expense.  Net cash used in operating  activities  during the three
months ended June 30, 2004 included the Company's net loss of $1,837,282  offset
in part by non-cash  charges of $732,724  consisting of $627,364 in stock option
charges, and $105,360 in depreciation expense.

         Investing   activities   used  net  cash  of  $137,565   and   $68,140,
respectively,  during the three month  periods  ended June 30, 2005 and June 30,
2004, which resulted primarily from an increase in restricted cash.

         During the three  months  ended  June 30,  2005,  financing  activities
provided  net cash of $166,165  from  proceeds of $196,502  from the exercise of
stock options and warrants,  offset by $30,337 used to repay  indebtedness.  For
the three months ended June 30, 2004, $18,750 was used to repay indebtedness.

         The Company's capital expenditures in the three month period ended June
30, 2005 were  $42,673.  No capital  expenditures  were made in the three months
ended June 30, 2004.

         The Company anticipates that its capital expenditures for the 12 months
ending June 30, 2006 will be limited to expenditures that can be funded entirely
by development  contracts that include provisions for such funding.  The Company
is currently seeking refinancing of its current EDA Bonds to enable it to expand
its manufacturing facility with the net proceeds. While the Company's cash as of
June 30,  2005 may prove  adequate to finance its  operations  through  June 30,
2006,  no  assurance  can be given that  additional  funds will not be required.
Accordingly,  the  Company  may  seek  additional  funds  through  the  sale  of
additional  debt or  equity.  No  assurance  can be given that any  offering  if
undertaken will be successfully concluded or that if concluded the proceeds will
be material.

         The  Company  had  outstanding,  as of  June  30,  2005,  bonds  in the
aggregate  amount of $2,345,000.  The bonds bear interest at a rate of 7.75% per
annum and are due on various  dates between 2006 and  thereafter.  The bonds are
secured by a first lien on the  Company's  facility  in  Northvale,  New Jersey.
Pursuant to the terms of the bonds,  several  restricted cash accounts have been
established  for the payment of bond principal and interest.  Bond proceeds were
utilized for the  refinancing  of the land and  building  the Company  currently
owns,  the  purchase of certain  manufacturing  equipment  and related  building
improvements and the maintenance of a $300,000 debt service reserve.  All of the
restricted cash, other than the debt service reserve, is expected to be expended
within  twelve  months and is therefore  categorized  as a current  asset on the
Company's  consolidated balance sheet as of June 30, 2005. Pursuant to the terms
of the bond  indenture  agreement  pursuant to which the bonds were issued,  the
Company is required to observe certain covenants,  including  covenants relating
to the  incurrence  of  additional  indebtedness,  the granting of liens and the
maintenance of certain financial covenants. As of June 30, 2005, the Company was
in compliance with the bond covenants.

         On July 8, 2004, Elite Labs entered into a loan and financing agreement
in order to finance the purchase of certain machinery and equipment.  Elite Labs
borrowed $400,000 payable in 36 monthly installments of $13,671,each,  including
principal  and  interest  at 14% per  annum.  The first  four and the last three
months of scheduled payments are being held by the lender and will be applied to
the  principal  balance when due. The loan is secured by two pieces of equipment
and the guaranty of the Company. In addition, the Company issued to designees of
the lender 50,000 warrants, which vested immediately,  to purchase 50,000 shares
of the  Company's  common stock at $4.20 per share.  A charge of $41,252 for the
cost of these warrants was reflected in the year ending March 31, 2005.

         The  Company  from  time  to time  will  consider  potential  strategic
transactions  including  acquisitions,  strategic alliances,  joint ventures and
licensing arrangements with other pharmaceutical companies. The Company retained
an investment banking firm to assist with its efforts. There can be no assurance
that any such transaction will be available or consummated in the future.


         As  of  June  30,  2005,   our   principal   source  of  liquidity  was
approximately  $2,693,000 of cash and cash equivalents.  We also may have access
to funds  through the  exercise of  outstanding  stock  options and  warrants in
addition to funds that may be generated  from the  potential  sale of New Jersey
tax losses.  There can be no assurance that proceeds from the sale of tax losses
or from the  exercise,  if any,  of  outstanding  warrants  or  options  will be
material.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company had no investments in marketable  securities as of June 30,
2005 or assets and  liabilities  which are  denominated in a currency other than
U.S. dollars or involve commodity price risks.

                                       15
<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

         As of the  end of the  period  covered  by  this  report,  based  on an
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rules  13a-15(e) and 15d-15(e) under the Securities  Exchange Act of 1934),  the
Chief  Executive and Chief Financial  Officer of the Company  concluded that the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be disclosed by the Company in its Exchange Act reports
is recorded,  processed,  summarized  and reported  within the  applicable  time
periods specified by the SEC's rules and forms.

         There was no change in the Company's  internal  controls over financial
reporting  that  occurred  during the fiscal  quarter  ended June 30,  2005 that
materially  affected or is reasonably  likely to materially affect the Company's
internal controls over financial reporting.


PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Stockholders  at Registrant's  Annual Meeting of  Stockholders  held on
April 15, 2005 took the following actions:

         1.       Elected its four Directors.

                                                 FOR              WITHHELD
                                         COMMON    PREFERRED  COMMON   PREFERRED
                                       ----------   -------   -------  ---------
                  Bernard Berk         11,874,465   317,870   511,092      0
                  Edward Neugeboren*                317,870                0
                  Barry Dash           12,355,621   317,870    29,936      0
                  Melvin Van Woert     12,357,621   317,870    27,936      0

                  * Mr.  Neugeboren  was  elected  by the  Series A  Convertible
                    Preferred Stockholders.

         2.       Approved the adoption of the amendment to the  Company's  2004
                  Stock Option Plan to increase to 4,000,000 the shares  subject
                  to the Plan by a vote of 3,335,914  shares for, 648,421 shares
                  against, and 3,851 shares abstaining.

         3.       Approved  the  proposal to ratify  amendments  of options to a
                  former  officer by a vote of  3,856,770  for,  128,665  shares
                  against  and  2,751  shares  abstaining  and the  issuance  of
                  warrants to a consultant  by a vote of  3,853,270  shares for,
                  131,865 shares against and 3,051 shares abstaining.

         4.       Approved the engagement of Miller,  Ellin & Company LLP as the
                  Company's  independent  auditors  for the year ended March 31,
                  2005 by a vote of 12,680,043 shares for, 33,101 shares against
                  and 1,751 shares abstaining.

                                       16
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

                  31.1     Certification of Chief Executive  Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2     Certification of Chief Financial  Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1     Certification of Chief Executive  Officer pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

                  32.2     Certification by Chief Financial  Officer pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K.

         Since March 31, 2005 Registrant  filed current reports on Form 8-K with
         the Securities and Exchange Commission:

         Form 8-K filed April 5, 2005, Form 8-K/A filed May 10, 2005, Form 8-K/A
         filed June 13,  2005 and Form 8-K/A  filed July 20,  2005  relating  to
         items 1.01 and 9.01.

         Form 8-K filed April 29, 2005 relating to item 7.01 and 8.01.

         Form 8-K filed May 31, 2005 relating to items 8.01 and 9.01.

         Form 8-K filed June 27, 2005 relating to items 1.01 and 9.01.

         Form 8-K filed June 28, 2005 relating to items 1.01 and 9.01.


                                       17
<PAGE>


                                   SIGNATURES

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



                                    ELITE PHARMACEUTICALS, INC.


Date:    August 15, 2005            By: /s/Bernard Berk
                                    ----------------------------
                                    Bernard Berk
                                    Chief Executive Officer
                                    (Principal Executive Officer)


Date:    August 15, 2005            By:  /s/Mark I. Gittelman
                                    ----------------------------
                                    Mark I. Gittelman
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)


                                       18