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, 2006
                                 -----------------------------------------------

                                       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 incorporation         (I.R.S. Employer
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 [  ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [  ]   Accelerated filer [  ]  Non-accelerated filer [x]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                 Yes [  ] No [x]


                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  10,  2006:  19,392,536  (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, 2006
           (unaudited) and March 31, 2006                                 1 - 2

           Consolidated Statements of Operations for the three
           months ended June 30, 2006 and June 30, 2005 (unaudited)         3

           Consolidated Statement of Changes in Stockholders'
           Equity for the three months ended June 30, 2006 (unaudited)      4

           Consolidated Statements of Cash Flows for the three
           months ended June 30, 2006 and June 30, 2005 (unaudited)         5

           Notes to Consolidated Financial Statements                     6 - 10

Item 2.  Management's Discussion And Analysis of Financial
         Condition And Results Of Operations                             11 - 15

Item 3.  Quantitative And Qualitative Disclosures
         About Market Risk                                                 15

Item 4.  Controls and Procedures                                           15


PART II  OTHER INFORMATION

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

Item 6.    Exhibits                                                        16


SIGNATURES                                                                 17




<PAGE>



                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
                                     ASSETS
<CAPTION>

                                                                      JUNE 30,              MARCH 31,
                                                                        2006                   2006
                                                                     (Unaudited)
<S>                                                                  <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents                                         $ 6,700,373           $ 8,919,354
   Accounts receivable, net of allowance for doubtful accounts of
      $ --- and $153,250, respectively                                        --                    --
   Current portion of restricted cash - capital project fund             939,652             1,173,896
   Prepaid expenses and other current assets
                                                                     -----------
                                                                         594,618               470,633
                                                                     -----------           -----------

      Total current assets                                             8,234,643            10,563,883
                                                                     -----------           -----------



PROPERTY AND EQUIPMENT, net of accumulated
   depreciation and amortization                                       4,223,780             4,308,969
                                                                     -----------           -----------



INTANGIBLE ASSETS - net of accumulated amortization                       53,922                59,457
                                                                     -----------           -----------


OTHER ASSETS:
   Deferred charges                                                                                 --
   Security deposit                                                        6,980                 6,980
   Restricted cash - debt service                                        415,500               415,500
   EDA bond offering costs, net of accumulated amortization
      of $10,000 and $7,000, respectively                                344,452               347,452
                                                                     ------------          -----------

      Total other assets                                                 766,932               769,932
                                                                    ------------           -----------

      Total assets                                                   $13,279,277            15,702,241
                                                                     ===========           ===========
</TABLE>

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

                                       1
<PAGE>



                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS's EQUITY

                                                                       JUNE 30,             MARCH 31,
                                                                         2006                 2006
                                                                     (Unaudited)
<S>                                                                <C>                  <C>
CURRENT LIABILITIES:
   Current portion of EDA bonds                                     $    175,000          $    175,000
   Accounts payable and accrued expenses                               1,151,586             1,740,263
   Dividends payable                                                          --                33,333
                                                                    ------------          ------------
      Total current liabilities                                        1,326,586             1,948,596
                                                                    ------------          ------------

LONG TERM LIABILITIES:
   EDA bonds - net of current portion                                  3,980,000             3,980,000
                                                                    ------------          ------------
      Total long-term liabilities                                      3,980,000             3,980,000
                                                                    ------------          ------------

      Total liabilities                                                5,306,586             5,928,596
                                                                    ------------          ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred Stock -- $.01 par value;
       Authorized  4,483,442 shares  (originally  5,000,000
       shares of which 516,558 shares of Series A Convertible
       Preferred Stock retired) and 0 shares outstanding as
       of June 30, 2006 and March 31, 2006 respectively
       Authorized 10,000 Series B Convertible Preferred Stock -
       issued and outstanding - 9,750 and 10,000 shares,
       respectively                                                           98                   100
   Common Stock - $.01 par value;
        Authorized - 65,000,000 shares
        Issued and outstanding - 19,392,536 shares and
        19,190,159 shares respectively                                   193,925               191,902
   Additional paid-in capital                                         60,603,142            57,983,190
   Accumulated deficit                                               (52,517,633)          (48,094,706)
                                                                    ------------          ------------
                                                                       8,279,532            10,080,486
   Treasury stock, at cost (100,000 shares)                            (306,841)             (306,841)
                                                                    ------------          ------------
      Total stockholders' equity                                       7,972,691             9,773,645
                                                                    ------------          ------------

      Total liabilities and stockholders' equity                    $ 13,279,277          $ 15,702,241
                                                                    ============          ============
</TABLE>


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



                                       2
<PAGE>

                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
<TABLE>

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                                JUNE 30,
                                                                     ---------------------------------
                                                                        2006                  2005
                                                                     -----------           -----------
                                                                     (Unaudited)           (Unaudited)
<S>                                                               <C>                   <C>
REVENUES
   Manufacturing fees                                               $    131,900         $     114,781
   Royalties                                                              21,127                    --
                                                                     -----------           -----------
      Total Revenues                                                     153,027               114,781
                                                                     -----------           -----------

COST OF OPERATIONS:
      Research and development                                         1,316,408               738,987
      General and administrative                                         546,913               426,530
      Depreciation and amortization                                      119,535                93,750
                                                                     -----------           -----------
                                                                       1,982,856             1,259,267
                                                                     -----------           -----------

LOSS FROM OPERATIONS                                                  (1,829,829)           (1,144,486)
                                                                     -----------           -----------

OTHER INCOME (EXPENSES):
   Interest income                                                       100,506                19,830
   Interest expense                                                      (70,631)              (56,125)
   Non-cash compensation through issuance of stock
      options and stock warrants                                        (300,000)              (44,550)
                                                                     -----------           -----------
                                                                        (270,125)              (80,845)
                                                                     -----------           -----------

LOSS BEFORE PROVISION FOR INCOME TAXES                                (2,099,954)           (1,225,331)
                                                                     -----------           -----------

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

NET LOSS                                                             $(2,100,954)          $(1,226,331)
                                                                     ===========           ===========

Preferred stock dividends                                               (200,056)                   --
                                                                     -----------           -----------

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLD                            $(2,301,010)          $(1,226,331)
                                                                     ===========           ===========

BASIC AND DILUTED LOSS PER COMMON SHARE                              $      (.12)          $      (.07)
                                                                     ===========           ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                          19,239,331            18,058,934
                                                                     ===========           ===========
</TABLE>




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


                                       3
<PAGE>

                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

<TABLE>
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<CAPTION>
                                           PREFERRED STOCK        COMMON STOCK           ADDITIONAL
                                         ------------------     ---------------           PAID-IN
                                         SHARES      AMOUNT     SHARES      AMOUNT        CAPITAL
                                         ------      ------     ------      ------        -------

<S>                                      <C>        <C>       <C>          <C>          <C>
BALANCE AT MARCH 31, 2006 (AUDITED)      10,000     $   100   19,190,159   $ 191,902    $60,105,107

Three Months ended June 30, 2006:
(Unaudited)

Conversion Preferred to Common             (250)         (2)     111,111       1,111         (1,109

Non-cash compensation through
   issuance of stock options                 --          --           --          --        300,000
   and warrants
Net loss for three months ended              --          --           --          --             --
   June 30, 2006

Dividends                                    --          --       91,266         912        199,144
                                          -----       -----       ------       -----        -------

BALANCE AT JUNE 30, 2006 (UNAUDITED)      9,750     $   (98)  19,392,536    $193,925    $60,603,142
                                        =======     ========  ==========    ========    ===========
</TABLE>



<TABLE>
<CAPTION>
                                             TREASURY STOCK
                                          -------------------     ACCUMULATED     STOCKHOLDERS'
                                          SHARES      AMOUNT        DEFICIT          EQUITY
                                          ------      ------        -------          ------

<S>                                     <C>         <C>           <C>              <C>
BALANCE AT MARCH 31, 2006 (AUDITED)     (100,000)   $(306,841)    $(50,216,623)    $ 9,773,645

Three Months ended June 30, 2006:
(Unaudited)

Conversion Preferred to Common                --           --               --              --

Non-cash compensation through
   issuance of stock options                  --           --               --         300,000
   and warrants
Net loss for three months ended               --           --       (2,100,954)     (2,100,954)
   June 30, 2006

Dividends                                     --           --         (200,056)             --
                                           -----        -----     ------------     -----------

BALANCE AT JUNE 30, 2006 (UNAUDITED)    (100,000)   $(306,841)    $(52,517,633)    $ 7,972,691
                                        ========    =========     ============     ===========

</TABLE>


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



                                       4
<PAGE>

                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES

<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                                 JUNE 30,
                                                                     ---------------------------------
                                                                        2006                  2005
                                                                     -----------           -----------
                                                                     (UNAUDITED)           (UNAUDITED)
<S>                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                         $ (2,100,954)         $ (1,226,331)
   Adjustments to reconcile net loss to cash
         used in operating activities:
      Depreciation and amortization                                      122,535                93,750
      Non-cash compensation satisfied by issuance
         of common stock, options and warrants                           300,000                44,550
      Changes in assets and liabilities:
         Accounts receivable                                                  --               142,113
         Prepaid expenses and other current assets                      (123,985)               39,064
         Security deposit                                                     --                (6,980)
         Accounts payable, accrued expenses and
            other current liabilities                                   (588,677)             (330,408)
                                                                     -----------           -----------
NET CASH USED IN OPERATING ACTIVITIES                                 (2,391,081)           (1,244,242)
                                                                     -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                   (28,811)              (42,673)
   (Increase) in restricted cash                                              --               (87,912)
   Release of restricted cash                                            234,244                    --
                                                                     -----------           -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                      205,433              (130,585)
                                                                     -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Dividends                                                             (33,333)                   --
   Principal equipment  note payments                                         --               (30,337)
   Proceeds from exercise of stock options                                    --                40,000
   Proceeds from exercise of stock warrants                                   --               156,502
                                                                     -----------           -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                      (33,333)              166,165
                                                                     -----------           -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                               (2,218,981)           (1,208,662)

CASH AND CASH EQUIVALENTS - beginning of period                        8,919,354             3,902,003
                                                                     -----------           -----------

CASH AND CASH EQUIVALENTS - end of period                            $ 6,700,373           $ 2,693,341
                                                                     ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for interest                                            $        18           $    11,591
   Cash paid for income taxes                                              1,000                 1,000

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
   Preferred Stock dividends of $200,056 paid by
      issuance of 91,266 shares of Common Stock
</TABLE>


               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, 2006 AND 2005
                                   (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,  2006.  As of  June  30,  2006,  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, 2006.  There have been no changes in significant  accounting
                policies since March 31, 2006.

                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, 2006.  Only the
                minimum corporation tax liability required for state purposes is
                reflected.

NOTE 2   -      NJEDA REFINANCING

                On  August  31,  2005,  the  Company  successfully  completed  a
                refinancing  through the issuance of the  tax-exempt  bonds (the
                "Bonds") by the New Jersey Economic  Development  Authority (the
                "Authority").   The   refinancing   involved  the  borrowing  of
                $4,155,000  evidenced  by a 6.5% Series A Note in the  principal
                amount of  $3,660,000  maturing  on  September  1, 2030 and a 9%
                Series B Note in the  principal  amount of $495,000  maturing on
                September 1, 2012.  The net proceeds,  after payment of issuance
                costs,  were  or  will be used  (i) to  redeem  the  outstanding
                tax-exempt Bonds originally issued by the Authority on September
                2, 1999,  (ii) refinance  other former  equipment  financing and
                (iii) for the  purchase of certain  equipment  to be used in the
                manufacture of pharmaceutical products.

                Interest is payable  semiannually  on March 1 and September 1 of
                each year. The Bonds are  collateralized  by a first lien on the
                Company's  facility and equipment  acquired with the proceeds of
                the  original  and  refinanced   Bonds.  The  related  Indenture
                requires the maintenance of a $415,500 Debt Service Reserve Fund
                consisting  of  $366,000  from the Series A Bonds  proceeds  and
                $49,500 from the Series B proceeds.  $1,274,311  of the proceeds
                has been  deposited in a short-term  restricted  cash account to
                fund  the  future  purchase  of   manufacturing   equipment  and
                development of the Company's facility.


                                       6
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STAT EMENTS
                    THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)


NOTE 3   -      STOCKHOLDERS' EQUITY

                WARRANTS AND OPTIONS

                During  the three  months  ended  June 30,  2006,  250 shares of
                Series B  Preferred  Stock were converted into 111,111 shares of
                Common Stock.

                Dividends accrued on Series B Preferred Stock through conversion
                date or June 30, 2006 were  satisfied  by the  issuance of 1,318
                and 89,948 shares of Common Stock, respectively.

                During the three  months  ended  June 30,  2006,  3,750  options
                expired and 65,500 were forfeited.

                The following  grants were made under the  Company's  2004 Stock
                Option Plan in the current fiscal year.

                On June 1, 2006, the Company  entered into a one year consulting
                agreement  with David  Filer,  whereby  Dr.  Filer is to provide
                financial advisory services to the Company. In consideration for
                his  services,  Dr. Filer  received  options to purchase  10,000
                shares of Common Stock  exercisable from June 1, 2006 to June 1,
                2009, with an exercise price of $3.00 per share.

                On May 3, 2006, the Company  granted  options to purchase 70,000
                shares of Common Stock with an exercise price of $2.26 per share
                to its chief financial officer. One-third of the options vest on
                May 3,  2007,  a second  third vest on May 3, 2008 and the final
                third vest on May 3, 2009.

                Additionally,  in May,  2006,  54,000 ten (10) year options were
                granted to  six (6) employees  which  vest  three (3) years from
                grant date.

                The per share  weighted  average  of the above  mentioned  stock
                options  ranged  from  $1.55 to $1.69  using  the  Black-Scholes
                options  pricing  model  with  the  following  weighted  average
                assumptions:  no dividend yield;  expected volatility of 59.52%;
                risk free interest rate of 5.00% and expected  lives of ten (10)
                years.

                The  Company,  in  May  2005,  revoked  180,000  of  outstanding
                unexercised  options  granted  prior to the adoption of the 2004
                Stock  Option  Plan  originally  earmarked  to  members  of  the
                abandoned Scientific Advisory Board.

                The Company  took a charge of $300,000 and $44,550 for the three
                months  ended  June  30,  2006  and  2005,  respectively,  which
                represents the fair value of the vested  options,  utilizing the
                Black-Scholes options pricing model on the grant date.

                At June 30, 2006, Elite had outstanding  3,036,000  options with
                exercise  prices  ranging  from  $1.50  to $3.00  and  6,679,179
                warrants with exercise prices ranging from $1.50 to $4.20;  each
                option and warrant  representing the right to purchase one share
                of Common Stock.



                                       7
<PAGE>

                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)



NOTE 4 -        COMMITMENTS AND CONTINGENCIES

                COLLABORATIVE AGREEMENTS

                On June 21,  2005,  the Company and  IntelliPharmaCeutics  Corp.
                ("IPC"),  entered  into an  agreement  for the  development  and
                commercialization  of a  controlled  released  generic  drug for
                certain gastric diseases by the parties. The Company is to share
                in the  profits,  if any,  from  the  sales  of the  drug.  This
                agreement  was amended on December 12,  2005,  whereby IPC and a
                Canadian company with marketing and distribution capabilities in
                Canada, have agreed to develop and commercialize the product for
                Canada.   Elite   and  IPC  will   share   their   proceeds   of
                commercialization  in  Canada  on same  terms as in the June 21,
                2005 Agreement.

                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
                anti-infective 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 milestone
                payments to the Company.

                The aforementioned agreements are in their infancy stages.

                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  controlled   release   generic
                anti-infective  drug.  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.

                On June 19,  2006,  the  Company  received  written  notice from
                Harris of Harris'  intent to terminate the Product  Development,
                Manufacturing and Distribution Agreement,  dated as of March 30,
                2005. As the date hereof,  there have been no material  revenues
                earned under the Agreement.

                CONSULTING AGREEMENTS

                On June 1, 2006, the Company  entered into a one year consulting
                agreement  with David  Filer,  whereby  Dr.  Filer is to provide
                financial advisory services to the Company. In consideration for
                his  services,  Dr. Filer  received  options to purchase  10,000
                shares of Common Stock  exercisable from June 1, 2006 to June 1,
                2009, with an exercise price of $3.00 per share.

                On May 23, 2006, the Company entered into a consulting agreement
                with Oppenheimer & Co., Inc. ("Oppenheimer") to render financial
                advisory  services to the Company in connection  with  potential
                acquisitions  by the  Company,  strategic  alliances  with other
                pharmaceutical   companies,   advice  with   respect  to  future
                financings to be undertaken by the Company and  introductions to
                key parties in the capital  markets.  In  consideration  for its
                services,  Oppenheimer  received  from the Company a cash fee of
                $60,000.



                                       8
<PAGE>


                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

NOTE 4 -        COMMITMENTS AND CONTINGENCIES (Continued)

                CONSULTING AGREEMENTS (Continued)

                On November 8, 2005, the Company  entered into an agreement with
                an investor relations firm to provide investor relation services
                including,  but  not  limited  to,  overall  management  of  the
                Company's  corporate  communications  program,   securing  group
                appointments,  assistance with mass targeted mailings, compiling
                promotional materials, editing news releases and other corporate
                functions.   The  consultant  is  to  receive  $10,000  a  month
                beginning November 1, 2005 and was granted non-qualified options
                to purchase 75,000 shares of the Company's Common Stock, vesting
                pro-rata  over a six month period at a price of $2.26 per share,
                the fair market  value of a share of Common Stock on the date of
                the  grant.  The per share  weighted  average  fair value of the
                above mentioned options was $1.70 using the Black-Scholes option
                pricing model

                For the three months ended June 30,  2006,  consulting  expenses
                under these agreements amounted to an aggregate of $90,000.

                EMPLOYMENT AGREEMENT

                On  September 2, 2005,  the Company  entered into an amended and
                restated  Employment  Agreement with Bernard J. Berk,  providing
                for  Mr.  Berk to  continue  to  serve  as the  Company's  Chief
                Executive  Officer  through  August  31,  2009.  The  Employment
                Agreement also provides for an annual bonus as determined by the
                Compensation Committee of the Company's Board of Directors.

                Pursuant to the agreement:

                -   Mr.  Berk  waived his  rights to 75,000 of  300,000  options
                    granted to him on July 23, 2003. The Company determined that
                    the remaining 225,000 options are fully vested.

                -   Mr.  Berk's salary was increased to $330,140.  Such increase
                    became  effective  May 1, 2005  and will  accrue but  not be
                    payable until November 1, 2005.

                -   Mr. Berk was granted under the  Company's  2004 Stock Option
                    Plan,  ten-year options to purchase 600,000 shares of Common
                    Stock at $2.69,  the fair market value of Common Stock as of
                    the time of  grant.  See Note 3 as to the  vesting  of these
                    options.

                -   Mr. Berk will be entitled to receive severance in accordance
                    with the  employment  agreement if he is terminated  without
                    cause or because of his death or permanent  disability or if
                    he terminates  his employment for good reason or as a result
                    of a "change  of  control"  (as  defined  in the  employment
                    agreement). The severance will be payable in accordance with
                    the terms of his employment agreement.

                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:

                                               2007                   $27,923


                                       9
<PAGE>

                  ELITE PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

NOTE 5 -        SUBSEQUENT EVENTS

                On  July  12,  2006,  the  Company  entered  into  a   Financial
                Advisory  Agreement  (the  "Agreement")  with  Indigo  Ventures,
                L.L.C. ("Indigo").  The term of the Agreement is for three years
                effective  as of July 1, 2006;  provided,  that either party can
                terminate  the  Agreement,  for any reason,  at any time upon 30
                days written  notice.  Pursuant to the Agreement,  Indigo,  on a
                non-exclusive basis, agrees to advise,  consult with, and assist
                the  Company in various  matters as  requested  (and only to the
                extent  requested)  by the Company  which may  include,  without
                limitation  (i) a review of the Company's  business,  operations
                and financial  condition,  including  advising on capitalization
                structures;  (ii)  advice  relating to general  capital  raising
                matters;  (iii)  recommendations  relating to specific  business
                operations,  strategic  transactions  and  joint  ventures  (iv)
                advice  regarding  future  financings  involving  debt or equity
                securities  of the Company or any  affiliate  of the Company and
                (v)  assistance  with  interaction  between  the Company and its
                current and future investors.  The Company initially paid Indigo
                $45,000  and will pay  Indigo  $15,000  per month on an  ongoing
                basis.

                Additionally,  Indigo  acquired  a  warrant  to  purchase  up to
                600,000  shares of Common Stock,  par value $0.01 per share,  of
                the Company (the "Common Stock") for an aggregate purchase price
                of  $150,000.  The  warrant  (i) shall vest as  follows:  50,000
                shares  shall vest  quarterly  beginning  on the three (3) month
                anniversary of July 1, 2006,  (ii) shall expire on July 1, 2011,
                and (iii) shall  terminate,  to the extent  unvested,  as of the
                date of termination of the Agreement, (iv) shall fully vest upon
                a change of  control  and (v) shall  have an  exercise  price of
                $3.00 per shares of the Common Stock.



                                       10
<PAGE>


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

               THREE MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO
             THE THREE MONTH PERIOD ENDED JUNE 30, 2005 (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,  2006  (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 results of development agreements with pharmaceutical companies,
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 manufacturing of oral  controlled-release  products.  The
Company's  strategy includes  developing  generic versions of controlled release
drug products with high barriers to entry and assisting partner companies in the
life cycle management of products to improve  off-patent drug products.  Elite's
technology  is  applicable  to develop  delayed,  sustained or targeted  release
capsules or tablets. Elite has one product currently being sold commercially and
a pipeline of eight drug products  under  development in the  therapeutic  areas
that  include  pain  management,  cardiovascular,  allergy  and  infection.  The
addressable  market for the Elite's current  products  exceeds $6 billion in the
aggregate.  Elite  also  has a GMP and DEA  registered  facility  for  research,
development, and manufacturing located in Northvale, New Jersey.

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



                                       11
<PAGE>


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.

         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.

RESULTS OF CONSOLIDATED OPERATIONS

THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

         Revenues  consisted of manufacturing fees and royalties of $131,900 and
$21,127,  respectively,  for the three months  ended June 30, 2006.  Revenues of
$114,781  consisted solely of manufacturing fees for the three months ended June
30, 2005.

         General and  administrative  expenses  (G&A) for the three months ended
June 30, 2006 were $546,913,  an increase of $120,383,  or approximately  28.2%,
from  G&A  for the  comparable  period  of the  prior  year.  The  increase  was
substantially  due to  increases  in  consulting  fees  approximating  $100,000,
partially offset by a decrease in legal and accounting fees.

         Research and development costs for the three months ended June 30, 2006
were $1,316,408,  an increase of $577,421,  or approximately 78.1% from $738,987
for the comparable  period of the prior year,  primarily the result of increases
in wages,  raw  materials,  laboratory  and  manufacturing  supplies.  The costs
associated  with the  manufacturing  of batches  of  Lodrane  24(R) and the work
completed  on newly  signed  development  agreements  have  contributed  to this
increase.

         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.

         Depreciation  and amortization for the three months ended June 30, 2006
increased by $25,785 to



                                       12
<PAGE>

$119,535 from $93,750 for the year earlier  comparable period as a result of the
increases  in  depreciation  and  amortization  on acquired  new  machinery  and
equipment and upgrading of the corporate and warehouse facilities.

         Other  expenses,  net for the three  months  ended  June 30,  2006 were
$270,125,  an increase of $189,280, or approximately 189.3%, from the comparable
period of the prior  year.  The  increase  was  primarily  due to an increase of
$255,450 in charges  related to issuance of stock  options  offset by additional
interest income, due to higher compensating  balances as a result of the private
placement and EDA refinancing.

         As a result  of the  foregoing,  the  Company's  net loss for the three
months  ended  June  30,  2006  increased  to  $2,100,954  from  the net loss of
$1,226,331 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 $6,908,057 as of June 30, 2006 from $8,615,287 as of
March  31,  2006,  primarily  due to the  use of  cash in  funding  net  loss of
$1,829,829 from operations.

         The  Company   experienced   negative  cash  flow  from  operations  of
$2,391,081  for the three  months  ended  June 30,  2006,  primarily  due to the
Company's  net  loss  from  operations  due  to  an  increase  in  research  and
development activities as to the drug products in its pipeline

         On November 15, 2004,  Elite's  partner,  ECR,  launched Lodrane 24(R),
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(R) in exchange for manufacturing
margin and royalties on product  revenues.  Royalty  income earned for the three
months ended June 30, 2006 was $21,127.  The Company  expects  future cash flows
from royalties to provide additional cash to help to fund its operations.

         On June 21, 2005, the Company and  IntelliPharmaCeutics  Corp. ("IPC"),
entered  into  an  agreement  for the  development  and  commercialization  of a
controlled  released  generic  drug for certain  anti-infective  diseases by the
parties. The Company estimates that 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 December 12, 2005, the agreement
was  amended  with  respect  to the  development  and  commercialization  of the
controlled  release drug product in Canada.  Since IPC intended to enter into an
agreement with a Canadian company with respect to the development,  distribution
and sale of the drug  product in Canada,  the  parties  agreed to suspend  their
obligations   under  the  agreement   with  respect  to  the   development   and
commercialization  of the controlled  release drug product in Canada. IPC agreed
to pay the Company a certain  percentage  of any  payments  received by IPC with
respect the  commercialization  of the  controlled  release drug product by such
Canadian company.

         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  anti-infective drug formulated by the
Company.  The  Company  is to  manufacture  and Pliva  will  market and sell the
product.  Under the agreement,  the partner is to make milestone payments to the
Company.  The  development  costs are to be paid both by Pliva and the  Company,
they have agreed to share the profits equally.

         No  assurance  can be given  that  any of the  above  products  will be
successfully  developed  or that  individually  or in the  aggregate  they  will
generate any material revenues for the Company.

LIQUIDITY AND CAPITAL RESOURCES

         For the three  months  ended June 30,  2006,  the  Company  experienced
negative cash flow and financed its operations  primarily through utilization of
its existing  cash.  As of June 30,  2006,  the Company had


                                       13
<PAGE>


approximately  $6.7  million  of  cash  and  cash  equivalents,  a  decrease  of
approximately  $2.2  million  from the $8.9  million  at March 31,  2006 and had
working capital of approximately $6.9 million.

         Net cash used in operating  activities was $2,391,081  during the three
months ended June 30, 2006,  compared to  $1,244,242  for the three months ended
June 30,  2005.  Net cash used in operating  activities  during the three months
ended June 30, 2006 included the Company's net loss of $2,100,954  and increases
in prepaid expenses and other current assets, offset in part by non-cash charges
of  $300,000  in  stock  option  charges  and  $122,535  in   depreciation   and
amortization  expense.  Net cash used in operating  activities  during the three
months ended June 30, 2006 included the Company's net loss of $1,244,242  offset
in part by non-cash  charges of $44,550 in stock option and warrant  charges and
$138,300 in depreciation and amortization expense.

         Investing  activities  provided  net cash of $205,433  during the three
months  ended  June 30,  2006,  which  resulted  primarily  from the  release of
restricted cash offset by 28,811 in property and equipment purchases.

         During the three months ended June 30, 2006,  financing activities used
net cash of $33,333 to pay  dividends.  During the three  months  ended June 30,
2005,  financing  activities  provided  net cash of  $166,165  derived  from the
exercise of stock options and warrants  totaling  196,502,  offset by $30,337 in
principal note payments.

          As of June 30,  2006 the  Company  had  cash and cash  equivalents  of
approximately  $6.7  million.  The  Company  anticipates  that such  position is
adequate  to  finance  its  operations  through  June 30,  2007  but  thereafter
additional  financing  may be required,  particularly  in view of the  Company's
expenditures  required for the further development and  commercialization of its
products.  The Company has no current  arrangements  with respect to  additional
financings.  The Company  intends to seek  additional  funds through the sale of
additional  debt or equity,  however no assurance  can be given that the Company
will be able to obtain the required additional  financing or if obtained it will
be on favorable terms. The Company's  inability to obtain  additional  financing
when  needed  would  impair  its  ability  to  continue  to  meet  its  business
objectives.  Other possible sources for such additional  financings are the cash
exercises  of the  Long  Term  Warrants  issued  in  the  October  2004  private
placement,  the  Replacement  Warrants  issued  in  the  December  2005  private
placement and other warrants and options that are currently outstanding.

         The  Company  had  outstanding,  as of  June  30,  2006,  bonds  in the
aggregate  amount of  $4,155,000,  consisting  of  $3,660,000 of 6.5% tax exempt
Bonds with an outside  maturing of  September  1, 2030 and  $495,000 of 9% Bonds
with an outside  maturity of September 1, 2012. 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
redemption  of  previously  issued tax exempt bonds  issued by the  Authority in
September  1999  and to  refinance  equipment  financing,  as  well  as  provide
approximately $1,000,000 of capital for the purchase of additional equipment for
the  manufacture  and  development at the Company's  facility of  pharmaceutical
products and the  maintenance  of a $415,500  debt service  reserve.  All of the
restricted cash, other than the debt service reserve, is expected to be expended
within nine months ended  December 31, 2006 and is  therefore  categorized  as a
current asset on the Company's  consolidated  balance sheet as of June 30, 2006.
Pursuant to the terms of the related bond  indenture  agreement,  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,  2006,  the  Company  was in
compliance with the bond covenants.

         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.

         As of June 30, 2006,  the Company's  principal  source of liquidity was
approximately  $6,700,373  of


                                       14
<PAGE>


cash and cash  equivalents.  The  Company  also may  receive  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 and 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,
2006 or assets and  liabilities  which are  denominated in a currency other than
U.S. dollars or involve commodity price risks.

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,  2006 that
materially  affected or is reasonably  likely to materially affect the Company's
internal controls over financial reporting.



                                       15
<PAGE>

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
June 28, 2006 took the following actions:

         1.     Elected its four Directors.

                                        No. of Votes For    No. of Votes Against

                  Bernard Berk          16,172,793          40,042
                  Edward Neugeboren     15,176,393          1,036,442
                  Barry Dash            16,178,893          33,942
                  Melvin Van Woert      16,178,893          33,942


         2.     Approved the adoption of the  amendment  to the  Company's  2004
                Stock Option Plan to increase to 7,000,000 the shares subject to
                the  Plan by a vote of  3,090,028  shares  for,  207,793  shares
                against, and 15,940 shares abstaining.

         3.     Approved  the  proposal  to  ratify  the  Registrant's  Series B
                Financing,  which involved the sale of the Registrant's Series B
                Preferred Stock and common stock purchase warrants pursuant to a
                Securities Purchase  Agreement,  dated as of March 15, 2006 by a
                vote of 3,207,952  for,  79,969 shares against and 25,840 shares
                abstaining.

         4.     Approved the  engagement  of Miller,  Ellin & Company LLP as the
                Company's independent auditors for the year ended March 31, 2006
                by a vote of 16,183,799  shares for,  50,352 shares  against and
                12,626 shares abstaining.

ITEM 6.           EXHIBITS

            (a) Exhibits:

            4.1   Form of Warrant to  purchase  600,000  shares of Common  Stock
                  issued  to  Indigo  Ventures  LLC  filed  as  Exhibit  4.1  to
                  Registrant's  Report on Form 8-K filed with the Securities and
                  Exchange  Commission on July 18, 2006 and incorporated  herein
                  by reference thereto.

            10.1  Financial Advisory Agreement between the Registrant and Indigo
                  Ventures LLC filed as Exhibit 10.1 to  Registrant's  Report on
                  Form 8-K filed with the Securities and Exchange  Commission on
                  July 18, 2006 and incorporated herein by reference thereto.

            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.



                                       16
<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 11, 2006            By: /s/ Bernard Berk
                                    --------------------------------------------
                                    Bernard Berk
                                    Chief Executive Officer
                                    (Principal Executive Officer)


Date:    August 11, 2006            By:  /s/ Mark I. Gittelman
                                    --------------------------------------------
                                    Mark I. Gittelman
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)




                                       17
<PAGE>


                                  EXHIBIT 31.1
                                  CERTIFICATION

         I, Bernard Berk, certify that:

         1.     I have  reviewed  this  Quarterly  Report  on Form  10-Q for the
                quarter ended June 30, 2006 of Elite Pharmaceuticals,  Inc. (the
                "registrant");

         2.     Based on my  knowledge,  this report does not contain any untrue
                statement  of a material  fact or omit to state a material  fact
                necessary  to  make  the  statements   made,  in  light  of  the
                circumstances   under  which  such  statements  were  made,  not
                misleading with respect to the period covered by this report;

         3.     Based on my  knowledge,  the  financial  statements,  and  other
                financial information included in this report, fairly present in
                all  material  respects  the  financial  condition,  results  of
                operations  and cash flows of the registrant as of, and for, the
                periods presented in this report;

         4.     The registrant's  other certifying officer and I are responsible
                for  establishing  and  maintaining   disclosure   controls  and
                procedures  (as  defined in  Exchange  Act Rules  13a-15(e)  and
                15d-15(e)) for the registrant and have:

                (a)   Designed  such  disclosure  controls  and  procedures,  or
                      caused  such  disclosure  controls  and  procedures  to be
                      designed  under our  supervision,  to ensure that material
                      information  relating  to the  registrant,  including  its
                      consolidated  subsidiaries,  is made known to us by others
                      within those entities,  particularly  during the period in
                      which this report is being prepared;

                (b)   Designed such internal  control over financial  reporting,
                      or caused such internal  control over financial  reporting
                      to  be  designed   under  our   supervision,   to  provide
                      reasonable   assurance   regarding  the   reliability   of
                      financial  reporting  and  the  preparation  of  financial
                      statements  for  external   purposes  in  accordance  with
                      generally accepted accounting principles;

                (c)   Evaluated the effectiveness of the registrant's disclosure
                      controls and  procedures  and presented in this report our
                      conclusions  about  the  effectiveness  of the  disclosure
                      controls  and  procedures,  as of the  end  of the  period
                      covered by this report based on such evaluation; and

                (d)   Disclosed  in this  report any change in the  registrant's
                      internal  control over  financial  reporting that occurred
                      during the  registrant's  most recent fiscal  quarter that
                      has  materially  affected,  or  is  reasonably  likely  to
                      materially affect, the registrant's  internal control over
                      financial reporting.

         5.     The registrant's  other certifying officer and I have disclosed,
                based on our most recent  evaluation  of internal  control  over
                financial reporting,  to the registrant's auditors and the audit
                committee of the  registrant's  board of  directors  (or persons
                performing the equivalent functions):

                (a)   All significant  deficiencies  and material  weaknesses in
                      the design or operation of internal control over financial
                      reporting which are reasonably  likely to adversely affect
                      the registrant's ability to record, process, summarize and
                      report financial information; and

                (b)   Any  fraud,   whether  or  not  material,   that  involves
                      management or other employees who have a significant  role
                      in  the  registrant's   internal  control  over  financial
                      reporting.


                                    /s/ Bernard Berk
Date: August 11, 2006               _____________________________________
                                    Bernard Berk
                                    Chief Executive Officer

<PAGE>


                                  EXHIBIT 31.2
                                  CERTIFICATION

         I, Mark I. Gittelman, certify that:

         1.     I have  reviewed  this  Quarterly  Report  on Form  10-Q for the
                quarter ended June 30, 2006 of Elite Pharmaceuticals,  Inc. (the
                "registrant");

         2.     Based on my  knowledge,  this report does not contain any untrue
                statement  of a material  fact or omit to state a material  fact
                necessary  to  make  the  statements   made,  in  light  of  the
                circumstances   under  which  such  statements  were  made,  not
                misleading with respect to the period covered by this report;

         3.     Based on my  knowledge,  the  financial  statements,  and  other
                financial information included in this report, fairly present in
                all  material  respects  the  financial  condition,  results  of
                operations  and cash flows of the registrant as of, and for, the
                periods presented in this report;

         4.     The registrant's  other certifying officer and I are responsible
                for  establishing  and  maintaining   disclosure   controls  and
                procedures  (as  defined in  Exchange  Act Rules  13a-15(e)  and
                15d-15(e) for the registrant and have:

                (a)   Designed  such  disclosure  controls  and  procedures,  or
                      caused  such  disclosure  controls  and  procedures  to be
                      designed  under our  supervision,  to ensure that material
                      information  relating  to the  registrant,  including  its
                      consolidated  subsidiaries,  is made known to us by others
                      within those entities,  particularly  during the period in
                      which this report is being prepared;

                (c)   Designed such internal  control over financial  reporting,
                      or caused such internal  control over financial  reporting
                      to  be  designed   under  our   supervision,   to  provide
                      reasonable   assurance   regarding  the   reliability   of
                      financial  reporting  and  the  preparation  of  financial
                      statements  for  external   purposes  in  accordance  with
                      generally accepted accounting principles;

                (d)   Evaluated the effectiveness of the registrant's disclosure
                      controls and  procedures  and presented in this report our
                      conclusions  about  the  effectiveness  of the  disclosure
                      controls  and  procedures,  as of the  end  of the  period
                      covered by this report based on such evaluation; and

                (e)   Disclosed  in this  report any change in the  registrant's
                      internal  control over  financial  reporting that occurred
                      during the  registrant's  most recent fiscal  quarter that
                      has  materially  affected,  or  is  reasonably  likely  to
                      materially affect, the registrant's  internal control over
                      financial reporting.

         5.     The registrant's  other certifying officer and I have disclosed,
                based on our most recent  evaluation  of internal  control  over
                financial reporting,  to the registrant's auditors and the audit
                committee of the  registrant's  board of  directors  (or persons
                performing the equivalent functions):

                (a)   All significant  deficiencies  and material  weaknesses in
                      the design or operation of internal control over financial
                      reporting which are reasonably  likely to adversely affect
                      the registrant's ability to record, process, summarize and
                      report financial information; and

                (b)   Any  fraud,   whether  or  not  material,   that  involves
                      management or other employees who have a significant  role
                      in  the  registrant's   internal  control  over  financial
                      reporting.

                                    /s/ Mark I. Gittelman
Date: August 11, 2006               _____________________________________
                                    Mark I. Gittelman
                                    Chief Financial Officer and Treasurer

<PAGE>

                                  EXHIBIT 32.1

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly Report of Elite Pharmaceuticals,  Inc.
(the  "Company") on Form 10-Q for the quarter ended June 30, 2006 filed with the
Securities  and Exchange  Commission  (the  "Report"),  I, Bernard  Berk,  Chief
Executive Officer of the Company,  certify, pursuant to 18 U.S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) of
         the Securities Exchange Act of 1934; and

         (2) The  information  contained  in  the  Report  fairly  presents,  in
         all material  respects,  the consolidated  financial condition  of  the
         Company  as  of  the  dates  presented  and the consolidated  result of
         operations of the Company for the periods presented.


                                            /s/ Bernard Berk
Date:    August 11, 2006            ----------------------------------------
                                            Bernard Berk
                                            Chief Executive Officer of
                                            Elite Pharmaceuticals, Inc.


This  certification  has been  furnished  solely  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

A signed  original of this  written  statement  required by Section 906 has been
provided  to  Elite  Pharmaceuticals,   Inc.  and  will  be  retained  by  Elite
Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.


<PAGE>


                                  EXHIBIT 32.2

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly Report of Elite Pharmaceuticals,  Inc.
(the  "Company") on Form 10-Q for the quarter ended June 30, 2006 filed with the
Securities and Exchange Commission (the "Report"),  I, Mark I. Gittelman,  Chief
Financial Officer and Treasurer of the Company,  certify, pursuant to 18 U.S. C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

         (3) The Report fully complies with the requirements of Section 13(a) of
         the Securities Exchange Act of 1934; and

         (4) The  information  contained  in  the  Report  fairly  presents,  in
         all material  respects,  the  consolidated  financial  condition of the
         Company  as  of  the  dates  presented  and the consolidated  result of
         operations of the Company for the periods presented.


                                        /s/ Mark I. Gittelman
Date:    August 11, 2006            ----------------------------------------
                                        Mark I. Gittelman
                                        Chief Financial Officer and Treasurer of
                                        Elite Pharmaceuticals, Inc.


This  certification  has been  furnished  solely  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

A signed  original of this  written  statement  required by Section 906 has been
provided  to  Elite  Pharmaceuticals,   Inc.  and  will  be  retained  by  Elite
Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.