----

| x | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 |
|---|---------------------------------------------------------------------------------------------------|

| For      the quarterly period ended | September 30,  2010 |
|-------------------------------------|---------------------|

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

| Commission File Number:      333-45241                     |
|------------------------------------------------------------|
|                                                       |
| ELITE PHARMACEUTICALS,  INC.                               |
| (Exact      name of registrant as specified in itscharter) |

| Delaware                                                            |   | 22-3542636                                |
|---------------------------------------------------------------------|--------|-------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) |   | (I.R.S.      Employer 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) |

| Large      Accelerated filer   ̈  | Accelerated      Filer   ̈  | Non-Accelerated      Filer   ̈  |  Smaller      Reporting Company  x |
|------------------------------------------------------|------------------------------------------------|----------------------------------------------------|---------------------------------------------------|

----

|                                |                                                                                                                                                                |   | Page No.             |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|
| PART      I - FINANCIAL INFORMATION |                                                                                                                                                                |   |
|                                |                                                                                                                                                                |   |                      |
| Item      1.                        | Financial      Statements                                                                                                                                           |   |                      |
|                                |                                                                                                                                                                |   |                      |
|                                | Condensed      Consolidated Balance Sheets as of September 30, 2010 (unaudited) and March      31, 2010 (audited)                                                   |   | F-1 – F-2 |
|                                |                                                                                                                                                                |   |                      |
|                                | Condensed      Consolidated Statements of Operations for the three and six months ended      September 30, 2010 (unaudited) and September 30, 2009      (unaudited) |   | F-3                       |
|                                |                                                                                                                                                                |   |                      |
|                                | Condensed      Consolidated Statement of Changes in Stockholders’ Equity for the six      months ended September 30, 2010 (unaudited)                         |   | F-4                       |
|                                |                                                                                                                                                                |   |                      |
|                                | Condensed      Consolidated Statements of Cash Flows for the six months ended September      30, 2010 (unaudited) and September 30, 2009 (unaudited)                |   | F-5                       |
|                                |                                                                                                                                                                |   |                      |
|                                | Notes      to Condensed Consolidated Financial Statements                                                                                                           |   | F-6                       |
|                                |                                                                                                                                                                |   |                      |
| Item      2.                        | Management's      Discussion and Analysis of Financial Condition and Results of      Operations                                                                     |   | 1                         |
|                                |                                                                                                                                                                |   |                      |
| Item      3.                        | Quantitative      and Qualitative Disclosures about Market Risk                                                                                                     |   | 8                         |
|                                |                                                                                                                                                                |   |                      |
| Item      4                         | Controls      and Procedures                                                                                                                                        |   | 8                         |
|                                |                                                                                                                                                                |   |                      |
| PART      II - OTHER INFORMATION    |                                                                                                                                                                |   |
|                                |                                                                                                                                                                |   |                      |
| Item      1.                        | Legal      Proceedings                                                                                                                                              |   | 9                         |
| Item 1A.             | Risk      Factors                                                                                                                                                   |   | 9                         |
| Item      2                         | Unregistered      Sales of Equity Securities and Use of Proceeds                                                                                                    |   | 9                         |
| Item      3.                        | Defaults      upon Senior Securities                                                                                                                                |   | 10                        |
| Item      4.                        | Removed      and reserved                                                                                                                                           |   | 10                        |
| Item      5.                        | Other      Information                                                                                                                                              |   | 10                        |
| Item      6.                        | Exhibits                                                                                                                                                            |   | 11                        |
|                                |                                                                                                                                                                |   |                      |
| SIGNATURES                          |                                                                                                                                                                |   | 15                        |

----

|                                                                                                         |   | September 30,2010(Unaudited) |       |   | March 31,2010(Audited) |   |
|--------------------------------------------------------------------------------------------------------------|--------|------------------------------|------------|--------|------------------------|--------|
| ASSETS                                                                                                       |   |                         |       |   |                   |   |
| CURRENT      ASSETS                                                                                          |   |                         |       |   |                   |   |
| Cash      and cash equivalents                                                                               |   | $                            | 593,853    |   |                   | $      | 578,187 |   |
| Accounts      receivable (net of allowance for doubtful accounts of -0-)                                     |   |                         | 441,330    |   |                   |   | 404,961 |   |
| Inventories      (net of reserve of $494,425 and $494,425, respectively)                                     |   |                         | 1,331,173  |   |                   |   | 1,371,292 |   |
| Prepaid      expenses and other current assets                                                               |   |                         | 100,639    |   |                   |   | 131,507 |   |
| Total      Current Assets                                                                                    |   |                         | 2,466,995  |   |                   |   | 2,485,947 |   |
|                                                                                                         |   |                         |       |   |                   |   |   |   |
| PROPERTY      AND EQUIPMENT, net of accumulated depreciation of $3,954,837 and      $3,840,279, respectively |   |                         | 3,910,418  |   |                   |   | 4,095,814 |   |
|                                                                                                         |   |                         |       |   |                   |   |   |   |
| INTANGIBLE      ASSETS – net of accumulated amortization of $-0- and $76,434,      respectively        |   |                         | 554,872    |   |                   |   | 96,407 |   |
|                                                                                                         |   |                         |       |   |                   |   |   |   |
| OTHER      ASSETS                                                                                            |   |                         |       |   |                   |   |   |   |
| Investment      in Novel Laboratories, Inc.                                                                  |   |                         | 3,329,322  |   |                   |   | 3,329,322 |   |
| Security      deposits                                                                                       |   |                         | 28,377     |   |                   |   | 14,652 |   |
| Restricted      cash – debt service for EDA bonds                                                      |   |                         | 292,416    |   |                   |   | 294,836 |   |
| EDA      bond offering costs, net of accumulated amortization of 71,832 and 64,767,      respectively        |   |                         | 282,619    |   |                   |   | 289,685 |   |
| Total      Other Assets                                                                                      |   |                         | 3,932,734  |   |                   |   | 4,024,902 |   |
|                                                                                                         |   |                         |       |   |                   |   |   |   |
| TOTAL      ASSETS                                                                                            |   | $                            | 10,865,019 |   |                   | $      | 10,606,663 |   |

----

|                                                                                                                                                                                     |   | September 30,2010(Unaudited) |         |   | March 31,2010(Audited) |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|--------------|--------|------------------------|--------|
| LIABILITIES      AND STOCKHOLDERS DEFICIT                                                                                                                                                |   |                         |         |   |                   |   |
| CURRENT      LIABILITIES                                                                                                                                                                 |   |                         |         |   |                   |   |
| EDA      bonds payable                                                                                                                                                                   |   | $                            | 3,385,000    |   |                   | $      | 3,385,000 |   |
| Short      term loans and current portion of long-term debt                                                                                                                              |   |                         | 12,335       |   |                   |   | 82,302 |   |
| Accounts      payable and accrued expenses                                                                                                                                               |   |                         | 1,342,094    |   |                   |   | 986,777 |   |
| Preferred      share derivative interest payable                                                                                                                                         |   |                         | 306,439      |   |                   |   | 306,440 |   |
| Total      Current Liabilities                                                                                                                                                           |   |                         | 5,045,868    |   |                   |   | 4,760,519 |   |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| LONG      TERM LIABILITIES                                                                                                                                                               |   |                         |         |   |                   |   |   |   |
| Deferred      revenues                                                                                                                                                                   |   |                         | 198,889      |   |                   |   | — |   |
| Long      term debt, less current portion                                                                                                                                                |   |                         | 56,173       |   |                   |   | 19,823 |   |
| Derivative      liability - preferred shares                                                                                                                                             |   |                         | 12,595,402   |   |                   |   | 7,924,763 |   |
| Derivative      liability – warrants                                                                                                                                               |   |                         | 5,775,676    |   |                   |   | 8,499,423 |   |
| Total      Long Term Liabilities                                                                                                                                                         |   |                         | 18,626,140   |   |                   |   | 16,444,009 |   |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| TOTAL      LIABILITIES                                                                                                                                                                   |   |                         | 23,672,008   |   |                   |   | 21,204,528 |   |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| STOCKHOLDERS      DEFICIT                                                                                                                                                                |   |                         |         |   |                   |   |   |   |
| Common      stock – par value $0.001, Authorized      355,516,558    Issued and outstanding – 92,656,745      shares and 83,950,168 shares, respectively |   |                         | 92,657       |   |                   |   | 83,950 |   |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| Additional      paid-in-capital                                                                                                                                                          |   |                         | 91,591,236   |   |                   |   | 90,903,896 |   |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| Accumulated      deficit                                                                                                                                                                 |   |                         | (104,184,041 | )      |                   |   | (101,278,870 | ) |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| Treasury      stock at cost (100,000 common shares)                                                                                                                                      |   |                         | (306,841     | )      |                   |   | (306,841 | ) |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| TOTAL      STOCKHOLDERS DEFICIT                                                                                                                                                          |   |                         | (12,806,989  | )      |                   |   | (10,597,865 | ) |
|                                                                                                                                                                                     |   |                         |         |   |                   |   |   |   |
| TOTAL      LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                                          |   | $                            | 10,865,019   |   |                   | $      | 10,606,663 |   |

----

|                                                                                   |   | THREE      MONTHS ENDED |        |   | SIX      MONTHS ENDED |   |
|----------------------------------------------------------------------------------------|--------|-------------------------|-------------|--------|-----------------------|--------|
|                                                                                   |   | SEPTEMBER      30,      |        |   | SEPTEMBER      30,    |   |
|                                                                                   |   | 2010                    |        |   | 2009                  |   |   | 2010 |   |   | 2009 |   |
| REVENUES                                                                               |   |                    |        |   |                  |   |   |   |   |   |   |   |
| Manufacturing      Fees                                                                |   | $                       | 767,341     |   |                  | $      | 538,941 |   |   | $ | 1,334,410 |   |   | $ | 1,204,005 |   |
| Royalties                                                                              |   |                    | 169,901     |   |                  |   | 237,275 |   |   |   | 350,935 |   |   |   | 386,086 |   |
| Lab      Fee Revenues                                                                  |   |                    | 57,404      |   |                  |   | — |   |   |   | 141,221 |   |   |   | — |   |
| Total      Revenues                                                                    |   |                    | 994,646     |   |                  |   | 776,216 |   |   |   | 1,826,566 |   |   |   | 1,590,091 |   |
| Costs      of Revenues                                                                 |   |                    | 565,624     |   |                  |   | 453,029 |   |   |   | 977,295 |   |   |   | 1,315,029 |   |
| Gross      Profit                                                                      |   |                    | 429,022     |   |                  |   | 323,187 |   |   |   | 849,271 |   |   |   | 275,062 |   |
| OPERATING      EXPENSES                                                                |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| Research      and Development                                                          |   |                    | 150,436     |   |                  |   | 259,326 |   |   |   | 315,444 |   |   |   | 510,418 |   |
| General      and Administrative                                                        |   |                    | 379,104     |   |                  |   | 392,100 |   |   |   | 635,345 |   |   |   | 788,637 |   |
| Non-cash      compensation through issuance of stock options                           |   |                    | 10,329      |   |                  |   | 29,190 |   |   |   | 25,687 |   |   |   | 84,553 |   |
| Depreciation      and amortization                                                     |   |                    | 25,960      |   |                  |   | 49,230 |   |   |   | 104,291 |   |   |   | 174,772 |   |
| Total      Operating Expenses                                                          |   |                    | 565,829     |   |                  |   | 729,846 |   |   |   | 1,080,767 |   |   |   | 1,558,380 |   |
| LOSS      FROM OPERATIONS                                                              |   |                    | (136,807    | )      |                  |   | (406,659 | ) |   |   | (231,496 | ) |   |   | (1,283,318 | ) |
|                                                                                   |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      INCOME (EXPENSES)                                                           |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| Interest      expense, net                                                             |   |                    | (57,737     | )      |                  |   | (61,208 | ) |   |   | (115,806 | ) |   |   | (131,188 | ) |
| Change      in fair value of warrant derivatives                                       |   |                    | 900,047     |   |                  |   | (1,520,822 | ) |   |   | 2,723,747 |   |   |   | (1,366,496 | ) |
| Change      in fair value of preferred share derivatives                               |   |                    | 1,505,333   |   |                  |   | (1,383,231 | ) |   |   | (4,569,005 | ) |   |   | 1,178,296 |   |
| Interest      expense attributable to preferred share derivatives                      |   |                    | (306,440    | )      |                  |   | (299,352 | ) |   |   | (670,359 | ) |   |   | (658,373 | ) |
| Discount      in Series E issuance attributable to beneficial conversion      features |   |                    | (39,132     | )      |                  |   | — |   |   |   | (39,132 | ) |   |   | (258,700 | ) |
| Total      Other Income (Expense)                                                      |   |                    | 2,002,071   |   |                  |   | (3,264,613 | ) |   |   | (2,670,555 | ) |   |   | (1,236,461 | ) |
|                                                                                   |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| INCOME      (LOSS) BEFORE PROVISION FOR INCOME TAXES                                   |   |                    | 1,865,264   |   |                  |   | (3,671,272 | ) |   |   | (2,902,051 | ) |   |   | (2,519,779 | ) |
| Provision      for income taxes                                                        |   |                    | 1,040       |   |                  |   | 1,040 |   |   |   | 3,120 |   |   |   | 1,040 |   |
|                                                                                   |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| NET      INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS                             |   | $                       | 1,864,224   |   |                  | $      | (3,672,312 | ) |   | $ | (2,905,171 | ) |   | $ | (2,520,819 | ) |
|                                                                                   |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| NET      INCOME (LOSS) PER SHARE                                                       |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| Basic                                                                                  |   | $                       | 0.02        |   |                  | $      | (0.05 | ) |   | $ | (0.03 | ) |   | $ | (0.04 | ) |
| Diluted                                                                                |   | $                       | 0.01        |   |                  | $      | (0.05 | ) |   | $ | (0.03 | ) |   | $ | (0.04 | ) |
|                                                                                   |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                              |   |                    |        |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| Basic                                                                                  |   |                    | 92,367,680  |   |                  |   | 74,075,307 |   |   |   | 89,760,532 |   |   |   | 70,232,854 |   |
| Diluted                                                                                |   |                    | 299,999,783 |   |                  |   | 74,075,307 |   |   |   | 89,760,532 |   |   |   | 70,232,854 |   |

----

|                                                                                                     |   | Common      Stock |       |   |   |   |   | Treasury      Stock      |   |   |       |   |   |   |    |
|----------------------------------------------------------------------------------------------------------|--------|-------------------|------------|--------|--------|--------|--------|--------------------------|--------|--------|------------|--------|--------|--------|---------|
|                                                                                                     |   | Shares            |       |   | Amount |   |   | AdditionalPaid-InCapital |   |   | Shares     |   |   | Amount |    |   | AccumulatedDeficit |   |   | Stockholders’Deficit |   |
| Balance      at March 31, 2010                                                                           |   |              | 83,950,168 |   |   | $      | 83,950 |                     |   | $      | 90,903,896 |   |   |   | 100,000 |   |   | $ | (306,841 | ) |   | $ | (101,278,870 | ) |   | $ | (10,597,865 | ) |
|                                                                                                     |   |              |       |   |   |   |   |                     |   |   |       |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      Income                                                                                          |   |              |       |   |   |   |   |                     |   |   |       |   |   |   |    |   |   |   |   |   |   |   | (2,905,171 | ) |   |   | (2,905,171 | ) |
|                                                                                                     |   |              |       |   |   |   |   |                     |   |   |       |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common      shares issued in lieu of cash in payment of preferred share derivative      interest expense |   |              | 8,706,577  |   |   |   | 8,707  |                     |   |   | 661,653    |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   | 670,360 |   |
|                                                                                                     |   |              |       |   |   |   |   |                     |   |   |       |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-cash      compensation through the issuance of stock options                                         |   |              |       |   |   |   |   |                     |   |   | 25,687     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   | 25,687 |   |
|                                                                                                     |   |              |       |   |   |   |   |                     |   |   |       |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance      at September 30, 2010                                                                       |   |              | 92,656,745 |   |   | $      | 92,657 |                     |   | $      | 91,591,236 |   |   |   | 100,000 |   |   | $ | (306,841 | ) |   | $ | (104,184,041 | ) |   | $ | (12,806,989 | ) |

----

|                                                                                           |   | SIX MONTHS ENDED SEPTEMBER 30, |       |
|------------------------------------------------------------------------------------------------|--------|----------------------------------------------------|------------|
|                                                                                           |   | 2010(Unaudited)                                    |       |   | 2009(Unaudited) |   |
|                                                                                           |   |                                               |       |   |   |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES                                                      |   |                                               |       |   |   |   |
| Net      Loss                                                                                  |   | $                                                  | (2,905,171 | ) |   | $ | (2,520,819 | ) |
| Adjustments      to reconcile net loss to cash used in operating activities    :               |   |                                               |       |   |   |   |   |   |
| Depreciation      and amortization                                                             |   |                                               | 241,626    |   |   |   | 251,936 |   |
| Inventory      adjustment                                                                      |   |                                               | —    |   |   |   | 311,986 |   |
| Change      in fair value of warrant derivative liability                                      |   |                                               | (2,723,747 | ) |   |   | 1,366,496 |   |
| Change      in fair value of preferred share derivative liability                              |   |                                               | 4,569,005  |   |   |   | (1,178,296 | ) |
| Discount      in Series E issuance attributable to embedded beneficial conversion      feature |   |                                               | 39,132     |   |   |   | 258,700 |   |
| Preferred      share derivative interest satisfied by the issuance of common      stock        |   |                                               | 670,360    |   |   |   | 658.373 |   |
| Non-cash      compensation satisfied by the issuance of common stock and      options          |   |                                               | 25,687     |   |   |   | 84,553 |   |
| Non-cash      lease accretion                                                                  |   |                                               | 298        |   |   |   | — |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| Changes      in assets and liabilities :                                                       |   |                                               |       |   |   |   |   |   |
| Accounts      receivable                                                                       |   |                                               | (36,372    | ) |   |   | (357,348 | ) |
| Inventories                                                                                    |   |                                               | 40,120     |   |   |   | (63,109 | ) |
| Prepaid      expenses and other current assets                                                 |   |                                               | 30,868     |   |   |   | 12,211 |   |
| Security      deposit                                                                          |   |                                               | (13,725    | ) |   |   | 12,909 |   |
| Accounts      payable, accrued expenses and other current liabilities                          |   |                                               | 217,817    |   |   |   | 105,224 |   |
| Deferred      Revenues                                                                         |   |                                               | 198,889    |   |   |   | — |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| NET      CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES                                     |   |                                               | 354,788    |   |   |   | (1,057,184 | ) |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES                                                      |   |                                               |       |   |   |   |   |   |
| Purchases      of property and equipment                                                       |   |                                               | (23,779    | ) |   |   | — |   |
| Cost      of capital leasehold improvements                                                    |   |                                               | (35,610    | ) |   |   | — |   |
| Costs      incurred for intellectual property assets                                           |   |                                               | (258,464   | ) |   |   | — |   |
| Proceeds      from sale of retired equipment                                                   |   |                                               | 30,000     |   |   |   | — |   |
| Withdrawals      from restricted cash, net                                                     |   |                                               | 2,420      |   |   |   | 214,002 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| NET      CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES                                     |   |                                               | (285,433   | ) |   |   | 214,002 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES                                                      |   |                                               |       |   |   |   |   |   |
| Other      loan payments                                                                       |   |                                               | (53,689    | ) |   |   | (48,953 | ) |
| NJEDA      bond principal payments                                                             |   |                                               | —    |   |   |   | (210,000 | ) |
| Proceeds      from issuance of Series E Convertible Preferred Stock and      Warrants          |   |                                               | —    |   |   |   | 1,000,000 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| NET      CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES                                     |   |                                               | (53,869    | ) |   |   | 741,047 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| NET      CHANGE IN CASH AND CASH EQUIVALENTS                                                   |   |                                               | 15,666     |   |   |   | (102,135 | ) |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS – beginning of period                                     |   |                                               | 578,187    |   |   |   | 282,578 |   |
| CASH      AND CASH EQUIVALENTS – end of period                                           |   | $                                                  | 593,853    |   |   | $ | 180,443 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| SUPPLEMENTAL      DISCLOSURES OF CASH FLOW INFORMATION                                         |   |                                               |       |   |   |   |   |   |
| Cash      paid for interest                                                                    |   |                                               | 115,524    |   |   |   | 133,200 |   |
| Cash      paid for taxes                                                                       |   |                                               | 3,120      |   |   |   | 1,040 |   |
|                                                                                           |   |                                               |       |   |   |   |   |   |
| SCHEDULE      OF NON-CASH INVESTING AND FINANCING ACTIVITIES                                   |   |                                               |       |   |   |   |   |   |
| Non-Cash      acquisition of Naltrexone ANDA                                                   |   | $                                                  | 200,000    |   |   |   | — |   |

----

| NOTE 1  |        -      BASIS OF PRESENTATION      AND LIQUIDITY |
|-------------------|--------------------------------------------------------------------------------------|

|   | The      information in this quarterly report on Form 10-Q includes the results of      operations of Elite Pharmaceuticals, Inc. and its consolidated      subsidiaries (collectively the “Company”) for the three and six months      ended September 30, 2010 and 2009.  The accompanying unaudited      condensed consolidated financial statements have been prepared pursuant to      rules and regulations of the Securities and Exchange Commission in      accordance with accounting principles generally accepted for interim      financial statement presentation.  Accordingly, they do not      include all of the information and footnotes required by accounting      principles generally accepted in the United States of America (“GAAP”) for      complete financial statements.  In the opinion of management,      all adjustments (consisting of normal recurring accruals) considered      necessary for a fair presentation of the condensed consolidated financial      position, results of operations and cash flows of the Company for the      periods presented have beenincluded. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 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 unaudited condensed consolidated financial statements 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, 2010.  There have been no changes in significant      accounting policies since March 31,2010. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| NOTE 2  |   -           CASH AND      CASH EQUIVALENTS |
|-------------------|---------------------------------------------------------------------------------|

| NOTE 3  |        -      INVENTORIES |
|-------------------|--------------------------------------------------------------|

| NOTE 4  |   -           INTANGIBLE      ASSETS |
|-------------------|-------------------------------------------------------------------------|

| Intangible assets at March 31, 2010      (audited)                                     |   |   |    |
|----------------------------------------------------------------------------------------|--------|--------|---------|
| Patent      application costs                                                          |   |   | 96,407  |   |
| ANDA      acquisitions                                                                 |   |   | — |   |
|                                                                                   |   |   |    |   |
| Intangible asset costs capitalized during the six      months ended September 30, 2010 |   |   |    |   |
| Patent      application costs                                                          |   |   | 33,465  |   |
| ANDA      acquisition costs                                                            |   |   | 425,000 |   |
|                                                                                   |   |   |    |   |
| Amortization of intangible assets during the six      months ended September 30, 2010  |   |   |    |   |
| Patent      application costs                                                          |   |   | — |   |
| ANDA      acquisition costs                                                            |   |   | — |   |
|                                                                                   |   |   |    |   |
| Intangible assets at September 30, 2010      (unaudited)                               |   |   |    |   |
| Patent      application costs                                                          |   |   | 129,872 |   |
| ANDA      acquisition costs                                                            |   |   | 425,000 |   |
| Total                                                                                  |   | $      | 554,872 |   |

----

| NOTE 5  |        -      NJEDA      BONDS |
|-------------------|-------------------------------------------------------------------|

----

| NOTE 6  |        -      DERIVATIVE      LIABILITIES |
|-------------------|-------------------------------------------------------------------------|

|                                                                                                   |   | Series B |    |   | Series C |   |      | Series D |   |   | Series E    |   |   | Total  |       |
|--------------------------------------------------------------------------------------------------------|--------|----------|---------|--------|----------|--------|-----------|----------|--------|--------|-------------|--------|--------|--------|------------|
| Preferred      shares Outstanding                                                                      |   |     | 896     |   |     |   | 5,418     |     |   |   | 9,008       |   |   |   | 2,062.5    |   |   |   | 17,384.5 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Underlying      common shares into which Preferred may convert                                         |   |     | 574,076 |   |     |   | 3,365,217 |     |   |   | 128,692,014 |   |   |   | 77,292,061 |   |   |   | 209,923,369 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Closing      price on valuation date                                                                   |   | $        | 0.06    |   |     | $      | 0.06      |     |   | $      | 0.06        |   |   | $      | 0.06       |   |   | $ | 0.06 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Preferred      stock derivative liability at September 30, 2010                                        |   | $        | 34,445  |   |     | $      | 201,913   |     |   | $      | 7,721,521   |   |   | $      | 4,637,524  |   |   | $ | 12,595,402 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Preferred      stock derivative liability at June 30, 2010                                             |   | $        | 39,037  |   |     | $      | 228,835   |     |   | $      | 8,751,057   |   |   | $      | 4,980,172  |   |   | $ | 13,999,102 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Preferred      stock derivative liability at March 31, 2010                                            |   | $        | 48,796  |   |     | $      | 286,043   |     |   | $      | 3,828,587   |   |   | $      | 3,761,761  |   |   | $ | 7,925,187 |   |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Change      in preferred stock derivative liability for the three months ended      September 20, 2010 |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   | $ | (1,505,333 | ) |
|                                                                                                   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   |   |   |   |
| Change      in preferred stock derivative liability for the six months ended September      20, 2010   |   |     |    |   |     |   |      |     |   |   |        |   |   |   |       |   |   | $ | 4,569,005 |   |

|                                                                   |   | March 312010 |                 |   | June 302010 |   |                 | September 302010 |   |
|------------------------------------------------------------------------|--------|--------------|----------------------|--------|-------------|--------|----------------------|------------------|--------|
| Risk-Free      interest rate                                           |   |         | 2.4%      - 3.3      | %      |        |   | 0.3%      - 2.4      | %                |   |   | 0.3%      - 1.6 | % |
| Expected      volatility                                               |   |         | 126%      - 214      | %      |        |   | 120%      - 210      | %                |   |   | 135%      - 194 | % |
| Expected      life (in years)                                          |   |         | 0.5      – 6.6 |   |        |   | 0.3      – 6.3 |             |   |   | 0.0      – 6.1 |   |
| Expected      dividend yield                                           |   |         | —              |   |        |   | —              |             |   |   | — |   |
| Number      of warrants                                                |   |         | 125,299,740          |   |        |   | 125,299,740          |             |   |   | 125,116,392 |   |
|                                                                   |   |         |                 |   |        |   |                 |             |   |   |   |   |
| Fair      value – Warrant Derivative Liability                   |   | $            | 8,499,423            |   |        | $      | 6,675,722            |             |   | $ | 5,775,676 |   |
|                                                                   |   |         |                 |   |        |   |                 |             |   |   |   |   |
| Change      in warrant derivative liability for the three months ended |   |         |                 |   |        | $      | (1,823,701           | )                |   | $ | (900,046 | ) |
|                                                                   |   |         |                 |   |        |   |                 |             |   |   |   |   |
| Change      in warrant derivative liability for the six months ended   |   |         |                 |   |        |   |                 |             |   | $ | (2,723,747 | ) |

----

| NOTE 7 |        -      PREFERRED      SHARE DERIVATIVE INTERESTPAYABLE |
|-------------|--------------------------------------------------------------------------------------------------|

| NOTE 8  |   -      OPERATING      LEASES |
|-------------------|------------------------------------------------------------------------|

| Fiscal      year ended March 31, 2011    |   | $      | 19,689  |   |
|------------------------------------------|--------|--------|---------|--------|
| Fiscal      year ended March 31, 2012    |   |   | 79,248  |   |
| Fiscal      year ended March 31, 2013    |   |   | 81,228  |   |
| Fiscal      year ended March 31, 2014    |   |   | 83,259  |   |
| Fiscal      year ended March 31, 2015    |   |   | 85,344  |   |
| Total      Minimum 5 year lease payments |   | $      | 348,768 |   |

----

|                                                          |   | Three MonthsEndedSept 30, 2010 |   |   | Six MonthsEndedSept 30, 2010 |   |
|---------------------------------------------------------------|--------|--------------------------------|--------|--------|------------------------------|--------|
| Rent      Expense                                             |   | $                              | 22,584 |   |                         | $      | 22,584 |   |
|                                                          |   |                           |   |   |                         |   |   |   |
| Change      in deferred rent liability                        |   |                           | 22,584 |   |                         |   | 22,584 |   |
| Balance      of deferred rent liability (long-term liability) |   |                           | 22,584 |   |                         |   | 22,584 |   |

| NOTE 9  |   -      DEFERRED      REVENUES |
|-------------------|-------------------------------------------------------------------------|

| NOTE 10  |   -     STOCKHOLDERS’      EQUITY |
|--------------------|----------------------------------------------------------------------------|

| NOTE 11  |   -    PER      SHARE INFORMATION |
|--------------------|-----------------------------------------------------------------|

|                                                                          |   | For theThree MonthsEnded September 30, 2010 |        |   | For theSix monthsEndedSeptember 30, 2010 |   |
|-------------------------------------------------------------------------------|--------|------------------------------------------------------------|-------------|--------|----------------------------------------------------|--------|
| Numerator                                                                     |   |                                                       |        |   |                                               |   |
| Net      Income (loss) attributable to common shareholders                    |   | $                                                          | 1,864,224   |   |                                               | $      | (2,905,171 | ) |
|                                                                          |   |                                                       |        |   |                                               |   |   |   |
| Denominator                                                                   |   |                                                       |        |   |                                               |   |   |   |
| Weighted-average      shares of common stock outstanding                      |   |                                                       | 92,367,680  |   |                                               |   | 89,760,532 |   |
| Dilutive      effect of stock options, warrants and convertible    securities |   |                                                       | 207,632,103 |   |                                               |   |   |   |
|                                                                          |   |                                                       |        |   |                                               |   |   |   |
| Net      (loss) income per share                                              |   |                                                       |        |   |                                               |   |   |   |
| Basic                                                                         |   | $                                                          | 0.02        |   |                                               | $      | (0.03 | ) |
| Diluted                                                                       |   | $                                                          | 0.01        |   |                                               |   |   |   |

----

| NOTE 12 |        -     SUBSEQUENT      EVENTS |
|--------------|-------------------------------------------------------------------|

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| ExhibitNumber |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1(a)        |   | Certificate      of Incorporation of the Company, together with all other amendments      thereto, as filed with the Secretary of State of the State of Delaware,      incorporated by reference to (a) Exhibit 4.1 to the Registration Statement      on Form S-4 (Reg. No. 333-101686), filed with the SEC on December 6, 2002      (the “Form S-4”), (b) Exhibit 3.1 to the Company’s Current Report on Form      8-K dated July 28, 2004 and filed with the SEC on July 29, 2004, (c)      Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 26,      2008 and filed with the SEC on July 2, 2008, and (d) Exhibit 3.1 to the      Company’s Current Report on Form 8-K dated December 19, 2008 and filed      with the SEC on December 23, 2008. |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(b)        |   | Certificate      of Designations, Preferences and Rights of Series A Preferred Stock, as      filed with the Secretary of the State of Delaware, incorporated by      reference to Exhibit 4.5 to the Current Report on Form 8-K dated October      6, 2004, and filed with the SEC on October 12, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(c)        |   | Certificate      of Retirement with the Secretary of the State of the Delaware to retire      516,558 shares of the Series A Preferred Stock, as filed with the      Secretary of State of Delaware, incorporated by reference to Exhibit 3.1      to the Current Report on Form 8-K dated March 10, 2006, and filed with the      SEC on March 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(d)        |   | Certificate      of Designations, Preferences and Rights of Series B 8% Convertible      Preferred Stock, as filed with the Secretary of the State of Delaware,      incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K      dated March 15, 2006, and filed with the SEC on March 16,      2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(e)        |   | Amended      Certificate of Designations of Preferences, Rights and Limitations of      Series B 8% Convertible Preferred Stock, as filed with the Secretary of      State of the State of Delaware, incorporated by reference to Exhibit 3.1      to the Current Report on Form 8-K dated April 24, 2007, and filed with the      SEC on April 25, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(f)        |   | Certificate      of Designations, Preferences and Rights of Series C 8% Convertible      Preferred Stock, as filed with the Secretary of the State of Delaware,      incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K      dated April 24, 2007, and filed with the SEC on April 25,      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(g)        |   | Amended      Certificate of Designations, Preferences and Rights of Series C 8%      Convertible Preferred Stock, as filed with the Secretary of the State of      Delaware, incorporated by reference to Exhibit 3.1 to the Current Report      on Form 8-K dated April 24, 2007, and filed with the SEC on April 25,      2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(h)        |   | Amended      Certificate of Designations of Preferences, Rights and Limitations of      Series B 8% Convertible Preferred Stock, as filed with the Secretary of      State of the State of Delaware, incorporated by reference to Exhibit 3.1      to the Current Report on Form 8-K dated September 15, 2008, and filed with      the SEC on September 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(i)        |   | Amended      Certificate of Designations, Preferences and Rights of Series C 8%      Convertible Preferred Stock, as filed with the Secretary of the State of      Delaware, incorporated by reference to Exhibit 3.2 to the Current Report      on Form 8-K dated September 15, 2008, and filed with the SEC on September      16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(j)        |   | Amended      Certificate of Designations of Preferences, Rights and Limitations of      Series D 8% Convertible Preferred Stock, as filed with the Secretary of      State of the State of Delaware, incorporated by reference to Exhibit 3.3      to the Current Report on Form 8-K dated September 15, 2008, and filed with      the SEC on September 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(k)        |   | Certificate      of Designation of Preferences, Rights and Limitations of Series E      Convertible Preferred Stock, as filed with the Secretary of State of the      State of Delaware, incorporated by reference to Exhibit 3.1 to the Current      Report on Form 8-K dated June 1, 2009, and filed with the SEC on June 5,      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

| 3.1(l) |   | Amended      Certificate of Designations of the Series D 8% Convertible Preferred Stock      as filed with the Secretary of State of the State of Delaware on June 29,      2010, incorporated by reference to Exhibit 3.1 to the Current Report on      Form 8-K, dated July 1, 2010 and filed with the SEC on July 1,      2010                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1(m) |   | Amended      Certificate of Designations of the Series E Convertible Preferred Stock as      filed with the Secretary of State of the State of Delaware on June 29,      2010, incorporated by reference to Exhibit 3.2 to the Current Report on      Form 8-K, dated July 1, 2010 and filed with the SEC on July1,      2010                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 3.2    |   | By-Laws      of the Company, as amended, incorporated by reference to Exhibit 3.2 to      the Company’s Registration Statement on Form SB-2 (Reg. No. 333-90633)      made effective on February 28, 2000 (the “Form SB-2”).                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1    |   | Form      of specimen certificate for Common Stock of the Company, incorporated by      reference to Exhibit 4.1 to the Form SB-2.                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2    |   | Form      of specimen certificate for Series A 8% Convertible Preferred Stock of the      Company, incorporated by reference to Exhibit 4.5 to the Current Report on      Form 8-K, dated October 6, 2004, and filed with the SEC on October 12,      2004.                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3    |   | Form      of specimen certificate for Series B 8% Convertible Preferred Stock of the      Company, incorporated by reference to Exhibit 4.1 to the Current Report on      Form 8-K, dated March 15, 2006 and filed with the SEC on March 16,      2006.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.4    |   | Form      of specimen certificate for Series C 8% Convertible Preferred Stock of the      Company, incorporated by reference to Exhibit 4.1 to the Current Report on      Form 8-K, dated April 24, 2007 and filed with the SEC on April 25,      2007.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5    |   | Warrant      to purchase 100,000 shares of Common Stock issued to DH Blair Investment      Banking Corp., incorporated by reference to Exhibit 10.2 to the Quarterly      Report on Form 10-Q for the period ended September 30,    2004.                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6    |   | Warrant      to purchase 50,000 shares of Common Stock issued to Jason Lyons      incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form      10-Q for the period ended June 30, 2004.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.7    |   | Form      of Warrant to purchase shares of Common Stock issued to designees of      lender with respect to financing of an equipment loan incorporated by      reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the      period ended June 30, 2004.                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.8    |   | Form      of Short Term Warrant to purchase shares of Common Stock issued to      purchasers in the private placement which initially closed on October 6,      2004 (the “Series A Financing”), incorporated by reference to Exhibit 4.6      to the Current Report on Form 8-K, dated October 6, 2004, and filed with      the SEC on October 12, 2004 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.9    |   | Form      of Long Term Warrant to purchase shares of Common Stock issued to      purchasers in the Series A Financing, incorporated by reference to Exhibit      4.7 to the Current Report on Form 8-K, dated October 6, 2004, and filed      with the SEC on October 12, 2004.                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.10   |   | Form      of Warrant to purchase shares of Common Stock issued to the Placement      Agent, in connection with the Series A Financing, incorporated by      reference to Exhibit 4.8 to the Current Report on Form 8-K, dated October      6, 2004, and filed with the SEC on October 12, 2004.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.11   |   | Form      of Replacement Warrant to purchase shares of Common Stock in connection      with the offer to holders of Warrants in the Series A Financing (the      “Warrant Exchange”), incorporated by reference to Exhibit 4.1 to the      Current Report on Form 8-K, dated December 14, 2005, and filed with the      SEC on December 20, 2005.        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                 |
| 4.12   |   | Form      of Warrant to purchase shares of Common Stock to the Placement Agent, in      connection with the Warrant Exchange, incorporated by reference to Exhibit      4.2 to the Current Report on Form 8-K, dated December 14, 2005, and filed      with the SEC on December 20,2005.                                                                             |

----

| 4.13   |   | Form      of Warrant to purchase shares of Common Stock issued to purchasers in the      private placement which closed on March 15, 2006 (the “Series B      Financing”), incorporated by reference to Exhibit 4.2 to the Current      Report on Form 8-K, dated March 15, 2006 and filed with the SEC on March      16, 2006.                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.14   |   | Form      of Warrant to purchase shares of Common Stock issued to purchasers in the      Series B Financing, incorporated by reference to Exhibit 4.3 to the      Current Report on Form 8-K, dated March 15, 2006 and filed with the SEC on      March 16, 2006.                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.15   |   | Form      of Warrant to purchase shares of Common Stock issued to the Placement      Agent, in connection with the Series B Financing, incorporated by      reference to Exhibit 4.4 to the Current Report on Form 8-K, dated March      15, 2006 and filed with the SEC on March 16, 2006.                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.16   |   | Form      of Warrant to purchase 600,000 shares of Common Stock issued to Indigo      Ventures, LLC, incorporated by reference to Exhibit 4.1 to the Current      Report on Form 8-K, dated July 12, 2006 and filed with the SEC on July 18,      2006.                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17   |   | Form      of Warrant to purchase up to 478,698 shares of Common Stock issued to      VGS  PHARMA,  LLC, incorporated by reference to      Exhibit 3(a) to the Current Report on Form 8-K, dated December 6, 2006 and      filed with the SEC on December 12, 2006.                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.18   |   | Form      of Non-Qualified Stock Option Agreement for 1,750,000 shares of Common      Stock granted to Veerappan Subramanian, incorporated by reference to      Exhibit 3(b) to the Current Report on Form 8-K, dated December 6, 2006 and      filed with the SEC on December 12, 2006.                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.19   |   | Form      of Warrant to purchase shares of Common Stock issued to purchasers in the      private placement which closed on April 24, 2007 (the “Series C      Financing”), incorporated by reference to Exhibit 4.2 to the Current      Report on Form 8-K, dated April 24, 2007 and filed with the SEC on April      25, 2007.                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.20   |   | Form      of Warrant to purchase shares of Common Stock issued to the placement      agent in the Series C Financing, incorporated by reference to Exhibit 4.3      to the Current Report on Form 8-K, dated April 24, 2007 and filed with the      SEC on April 25, 2007.                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.21   |   | Form      of specimen certificate for Series D 8% Convertible Preferred Stock of the      Company, incorporated by reference to Exhibit 4.1 to the Current Report on      Form 8-K, dated September 15, 2008 and filed with the SEC on September 16,      2008.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.22   |   | Form      of Warrant to purchase shares of Common Stock issued to purchasers in the      private placement which closed on September 15, 2008 (the “Series D      Financing”), incorporated by reference to Exhibit 4.2 to the Current      Report on Form 8-K, dated September 15, 2008 and filed with the SEC on      September 16, 2008.                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.23   |   | Form      of Warrant to purchase shares of Common Stock issued to the placement      agent in the Series D Financing, incorporated by reference to Exhibit 4.3      to the Current Report on Form 8-K, dated September 15, 2008 and filed with      the SEC on September 16, 2008.                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.24   |   | Form      of specimen certificate for Series E Convertible Preferred Stock of the      Company, incorporated by reference to Exhibit 4.1 to the Current Report on      Form 8-K, dated June 1, 2009, and filed with the SEC on June 5,      2009.                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.25   |   | Warrant      to purchase shares of Common Stock issued to Epic Investments, LLC in the      initial closing of the Strategic Alliance Agreement, dated as of March 18,      2009, by and among the Company, Epic Pharma, LLC and Epic Investments,      LLC, incorporated by reference to Exhibit 4.2 to the Current Report on      Form 8-K, dated June 1, 2009, and filed with the SEC on June 5,      2009. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1   |   | Stipulation      of Settlement and Release, dated as of June 25, 2010, by and among the      Company, Midsummer Investment, Ltd., Bushido Capital Master Fund, LP, BCMF      Trustees, LLC, Epic Pharma, LLC and Epic Investments, LLC, incorporated by      reference to Exhibit 10.1 to the Current Report on Form 8-K, dated July 1,      2010 and filed with the SEC on July 1, 2010                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2   |   | Amendment      Agreement, dated as of June 25, 2010, by and among the Company, and the      investors signatory thereto, incorporated      by reference to Exhibit 10.2 to the Current Report on Form 8-K, dated July      1, 2010 and filed with the SEC on July 1,2010                                                                                                                                       |

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| 10.3   |         | Amendment      Agreement, dated as of June 2010, by and among the Company, Epic Pharma,      LLC and Epic Investments, LLC, incorporated by reference to Exhibit 10.3      to the Current Report on Form 8-K, dated July 1, 2010 and filed with the      SEC on July 1, 2010                                                                                                                                                                                                                                                                                                                                       |
|--------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.4   |         | Asset      Purchase Agreement dated as of May 18, 2010, by and among Mikah Pharma LLC      and the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.5   |         | Asset      Purchase Agreement, dated as of August 27, 2010, by and among Mikah Pharma      LLC and the Company. Confidential portions of this exhibit have been      redacted and filed separately with the Commission pursuant to a      confidential treatment request in accordance with Rule 24b-2 of the      Securities Exchange Act of 1934, as amended.  A description of      this Asset Purchase Agreement is incorporated by reference to Item 2.01 of      the Current Report on Form 8-K, dated August 27, 2010 and filed with SEC      on September 1, 2010                                |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.6   |         | Master      Development and License Agreement, dated as of August 27, 2010, by and      among Mikah Pharma LLC and the Company.  Confidential portions      of this exhibit have been redacted and filed separately with the      Commission pursuant to a confidential treatment request in accordance with      Rule 24b-2 of the Securities Exchange Act of 1934, as      amended.  A description of this Asset Purchase Agreement is      incorporated by reference to Item 1.01 of the Current Report on Form 8-K,      dated August 27, 2010 and filed with SEC on September 1,    2010  |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.7   |         | Purchase      Agreement, dated as of September 10, 2010, by and among Epic Pharma LLC      and the Company.  Confidential portions of this exhibit have      been redacted and filed separately with the Commission pursuant to a      confidential treatment request in accordance with Rule 24b-2 of the      Securities Exchange Act of 1934, as amended.  A description of      this Asset Purchase Agreement is incorporated by reference to Item 2.01 of      the Current Report on Form 8-K, dated September 10, 2010 and filed with      SEC on September 16, 2010                     |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.8   |         | License      Agreement, dated as of September 10, 2010, by and among Precision Dose      Inc. and the Company.  Confidential portions of this exhibit      have been redacted and filed separately with the Commission pursuant to a      confidential treatment request in accordance with Rule 24b-2 of the      Securities Exchange Act of 1934, as amended.  A description of      this Asset Purchase Agreement is incorporated by reference to Item 1.01 of      the Current Report on Form 8-K, dated September 10, 2010 and filed with      SEC on September 16, 2010                  |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.9   |         | Manufacturing      and Supply Agreement, dated as of September 10, 2010, by and among      Precision Dose Inc. and the Company.  Confidential portions of      this exhibit have been redacted and filed separately with the Commission      pursuant to a confidential treatment request in accordance with Rule 24b-2      of the Securities Exchange Act of 1934, as amended.  A      description of this Asset Purchase Agreement is incorporated by reference      to Item 1.01 of the Current Report on Form 8-K, dated September 10, 2010      and filed with SEC on September 16, 2010 |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 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      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|                                                                                                                                                                 |   | ELITE      PHARMACEUTICALS, INC.                 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------|
|                                                                                                                                                                 |   |                                             |
| Date:            November      15,      2010                |   | /s/ Jerry Treppel                                |
|                                                                                                                                                                 |   | Jerry      Treppel                               |
|                                                                                                                                                                 |   | Chief      Executive Officer                     |
|                                                                                                                                                                 |   | (Principal      Executive Officer)               |
|                                                                                                                                                                 |   |                                             |
| Date:      November      15,      2010                      |   | /s/ Carter J. Ward                               |
|                                                                                                                                                                 |   | Carter      J. Ward                              |
|                                                                                                                                                                 |   | Chief      Financial Officer                     |
|                                                                                                                                                                 |   | (Principal      Financial and AccountingOfficer) |

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