U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q/A
(Amendment No. 1)

|[ X ]                           |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
|------------------------------- |  | -------------------------------------------------------------------
|                                |  | EXCHANGE ACT OF 1934                                               
|For the quarterly period ended  |  | December 31, 2008                                                  
|                                |  |                                                                    
|                                |  |                                                                    
|                                |  |                                                                    
|[  ]                            |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|                                |  | EXCHANGE ACT OF 1934                                               
|                                |  |                                                                    
|For the transition period ended |  | to                                                                 

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|Commission File Number: 001-15697                                 
|                                                                  
|ELITE PHARMACEUTICALS, INC.                                       
|(Exact name of registrant as specified in its
    charter)        
|                                                                  
|Delaware                                                          
|(State or other jurisdiction of incorporation
    or organization)
|                                                                  
|165 Ludlow Avenue, Northvale, New Jersey                          
|(Address of principal executive offices)                          
|                                                                  
|                                                                  
|(201) 750-2646                                                    
|(Registrant's telephone number, including area
    code)          

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

|Indicate by check mark whether the registrant
        (1) has filed all reports required to be filed by Section 13 or 15 (d)
        of the Securities Exchange Act of 1934 during the preceding 12 months
        (or for such shorter period that the registrant was required to file
        such reports), and (2) has been subject to such filing requirements for
    the past 90 days.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):

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

|Indicate by check mark whether
        the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
    Act)
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           

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

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

Indicate the number of shares outstanding of the common stock, $.01 par value, as of February 13, 2009: 59,815,891 (exclusive of 100,000 shares held in treasury).

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EXPLANATORY NOTE

This amendment to Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 2008, filed by
Elite Pharmaceuticals, Inc., a Delaware corporation (the Registrant),
with the United States Securities and Exchange Commission (the Commission)
on February 17, 2009  (the Quarterly
Report), is filed for the sole purpose
of indicating the number of outstanding shares of the Registrants common
stock, $0.01 par value, on
the facing sheet, which was inadvertently omitted as the result of clerical error.
The Registrant hereby amends the facing sheet of the Quarterly Report to indicate
that the number of shares outstanding of the Registrants common stock, $0.01
 par value, as of February 13, 2009, was 59,815,891 (exclusive of 100,000 shares
held in treasury).

In addition, pursuant
to the rules of the Commission, Item 6 of Part II of the original Quarterly Report
is hereby amended to contain currently dated certifications from the Registrants
Chief Operating Officer and Acting Chief Executive Officer and Chief Financial
Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
The certifications of the Registrants Chief Operating Officer and Acting
Chief Executive Officer and Chief Financial Officer are attached to this Form
10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except for the foregoing, this amendment does not amend the Quarterly Report in any way and does not modify or update any disclosures contained in the Quarterly Report, which continues to speak
as of the original date of the Quarterly Report.

PART II.      OTHER INFORMATION

The exhibits listed in the index below are filed as part of this amendment.

|Exhibit |  |                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                        
|        |  |                                                                                                    
|31.1    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       
|31.2    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       
|32.1    |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       
|32.2    |  | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       

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SIGNATURES

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

|      |                   |  |     | ELITE PHARMACEUTICALS, INC.                                   
|----- | ----------------- |  | --- | --------------------------------------------------------------
|      |                   |  |     |                                                               
|      |                   |  |     |                                                               
|Date: | March 2, 2009     |  | By: |                                                               
|      |                   |  |     | Chris Dick                                                    
|      |                   |  |     | Chief Operating
    Officer and Acting Chief Executive Officer
|      |                   |  |     | (Principal Executive
    Officer)                             
|      |                   |  |     |                                                               
|      |                   |  |     |                                                               
|      |                   |  |     |                                                               
|Date: | March
    2, 2009 |  | By: |                                                               
|      |                   |  |     | Mark I. Gittelman                                             
|      |                   |  |     | Chief Financial
    Officer and Treasurer                     
|      |                   |  |     | (Principal Financial
    and Accounting Officer)              

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