----

----

----

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

|                                       |              |   |
|--------------------------------------------|-------------------|--------|
| For the quarterly period ended   | December 31, 2009 |   |

|   |                                                                                     |
|--------|------------------------------------------------------------------------------------------|
| o      | 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 its charter) |

| 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) |

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

----

|                           |                                                                                                                                                |   |            |
|--------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|
|                           |                                                                                                                                                |   | Page No.        |
| PART I - FINANCIAL INFORMATION |                                                                                                                                                |   |
|                           |                                                                                                                                                |   |            |
| Item 1.                        | Financial Statements                                                                                                                                |   |            |
|                           |                                                                                                                                                |   |            |
|                           | Condensed Consolidated Balance Sheets as of December 31, 2009 (unaudited) and March 31, 2009 (audited)                                              |   | F-1 – F-2 |
|                           |                                                                                                                                                |   |            |
|                           | Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2009 (unaudited) and December 31, 2008 (unaudited) |   | F-3             |
|                           |                                                                                                                                                |   |            |
|                           | Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended December 31, 2009 (unaudited)                   |   | F-4 – F-5 |
|                           |                                                                                                                                                |   |            |
|                           | Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2009 (unaudited) and December 31, 2008 (unaudited)           |   | F-6             |
|                           |                                                                                                                                                |   |            |
|                           | Notes to Condensed Consolidated Financial Statements                                                                                                |   | F-7             |
|                           |                                                                                                                                                |   |            |
| Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                    |   | 1               |
|                           |                                                                                                                                                |   |            |
| Item 3.                        | Quantitative and Qualitative Disclosures about Market Risk                                                                                          |   | 9               |
|                           |                                                                                                                                                |   |            |
| Item 4T.                       | Controls and Procedures                                                                                                                             |   | 9               |
|                           |                                                                                                                                                |   |            |
| PART II - OTHER INFORMATION    |                                                                                                                                                |   |
|                           |                                                                                                                                                |   |            |
| Item 1.                        | Legal Proceedings                                                                                                                                   |   | 9               |
| Item 1A.                       | Risk Factors                                                                                                                                        |   | 10              |
| Item 2                         | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                         |   | 10              |
| Item 3.                        | Defaults upon Senior Securities                                                                                                                     |   | 10              |
| Item 4.                        | Submission of Matters to a Vote of Security Holders                                                                                                 |   | 10              |
| Item 5.                        | Other Information                                                                                                                                   |   | 11              |
| Item 6.                        | Exhibits                                                                                                                                            |   | 11              |
|                           |                                                                                                                                                |   |            |
| SIGNATURES                     |                                                                                                                                                | 14     |

----

| ASSETS                                                                                                     |   |
|------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                       |   | December 31, 2009(Unaudited) |   |   | March 31, 2009(Audited) |   |
| CURRENT ASSETS                                                                                             |   |   |   |   |   |   |
| Cash and cash equivalents                                                                                  |   | $ | 867,388 |   |   | $ | 282,578 |   |
| Accounts receivable, (net of allowance for doubtful accounts of zero)                                      |   |   | 413,303 |   |   |   | 1,177 |   |
| Inventories (net of allowance of $494,425 and $zero, respectively)                                         |   |   | 1,395,795 |   |   |   | 1,703,766 |   |
| Prepaid expenses and other current assets                                                                  |   |   | 61,758 |   |   |   | 331,622 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| Total current assets                                                                                       |   |   | 2,378,244 |   |   |   | 2,319,143 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,720,455 and $3,360,606 |   |   |  4,215,638 |   |   |   |  4,575,487 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| INTANGIBLE ASSETS – net of accumulated amortization of $137,324 and $131,677                         |   |   | 22,096 |   |   |   | 27,743 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                                                               |   |   |   |   |   |   |   |   |
| Accrued interest receivable                                                                                |   |   | 9,916 |   |   |   | 8,539 |   |
| Deposit on equipment                                                                                       |   |   | — |   |   |   | 14,073 |   |
| Investment in related party                                                                                |   |   | 3,329,322 |   |   |   | 3,329,322 |   |
| Security deposits                                                                                          |   |   | 14,652 |   |   |   | 13,488 |   |
| Restricted cash – debt service for EDA bonds                                                         |   |   | 278,812 |   |   |   | 327,435 |   |
| EDA Bond offering costs, net of accumulated amortization of $61,234 and $49,534                            |   |   | 293,218 |   |   |   | 304,918 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| Total other assets                                                                                         |   |   | 3,925,920 |   |   |   | 3,997,775 |   |
|                                                                                                       |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                                               |   | $ | 10,901,898 |   |   | $ | 10,920,148 |   |

----

| LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY                                                                                                                                                                       |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                     |   | December 31, 2009(Unaudited) |   |   | March 31, 2009(Audited) |   |
| CURRENT LIABILITIES                                                                                                                                                                                                      |   |   |   |   |   |   |
| Current portion of EDA Bonds                                                                                                                                                                                             |   | $ | 225,000 |   |   | $ | 210,000 |   |
| Short term loans and current portion of long-term debt                                                                                                                                                                   |   |   | 35,432 |   |   |   | 10,788 |   |
| Accounts payable and accrued expenses                                                                                                                                                                                    |   |   | 1,306,126 |   |   |   | 981,058 |   |
| Preferred share derivative interest payable                                                                                                                                                                              |   |   | 350,009 |   |   |   | — |   |
| Dividends payable                                                                                                                                                                                                        |   |   | — |   |   |   | 358,621 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Total Current Liabilities                                                                                                                                                                                                |   |   | 1,916,567 |   |   |   | 1,560,467 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| LONG TERM LIABILITIES                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
| EDA bonds – net of current portion                                                                                                                                                                                 |   |   | 3,160,000 |   |   |   | 3,385,000 |   |
| Long-term debt, less current portion                                                                                                                                                                                     |   |   | 22,871 |   |   |   | 31,600 |   |
| Derivative Liability – Preferred Shares                                                                                                                                                                            |   |   | 9,787,965 |   |   |   | — |   |
| Derivative Liability – Warrants                                                                                                                                                                                    |   |   | 11,855,657 |   |   |   | — |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Total Long-Term Liabilities                                                                                                                                                                                              |   |   | 24,826,493 |   |   |   | 3,416,600 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Total Liabilities                                                                                                                                                                                                        |   |   | 26,743,060 |   |   |   | 4,977,067 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| COMMITMENTS AND CONTINGENCIES:                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| STOCKHOLDERS (DEFICIT) EQUITY                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| Preferred Stock - $0.01 par value;                                                                                                                                                                                       |   |   |   |   |   |   |   |   |
| Authorized 4,483,442 shares (originally 5,000,000 shares of which 516,558 shares of Series A Convertible Preferred Stock were retired) and 0 shares outstanding as of December 31, 2009 and March 31, 2009, respectively |   |   | — |   |   |   | — |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Authorized 10,000 Series B convertible Preferred Stock – issued and outstanding 896 and 1,046 shares, respectively – Reclassified as a liability as of April 1, 2009                                         |   |   | — |   |   |   | 11 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Authorized 20,000 Series C convertible Preferred Stock – issued and outstanding 5,418 and 1,3705 shares, respectively – Reclassified as a liability as of April 1, 2009                                      |   |   | — |   |   |   | 137 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Authorized 30,000 Series D convertible Preferred Stock – issued and outstanding 9,008 and 9,154 shares, respectively – Reclassified as a liability as of April 1, 2009                                       |   |   | — |   |   |   | 91 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Common Stock – par value of $0.001 and $0.01 as of December 31, 2009 and March 31, 2009, respectively                                                                                                              |   |   |   |   |   |   |   |   |
| Authorized 355,516,558 and 210,000,000 shares as of December 31, 2009 and March 31, 2009, respectively                                                                                                                   |   |   |   |   |   |   |   |   |
| Issued and outstanding – 80,126,234 shares and 60,839,374 shares, as of December 31, 2009 and March 31, 2009, respectively                                                                                         |   |   | 80,126 |   |   |   | 608,394 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Subscription receivable                                                                                                                                                                                                  |   |   | (75,000 | ) |   |   | (75,000 | ) |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Additional paid-in capital                                                                                                                                                                                               |   |   | 90,489,114 |   |   |   | 95,718,082 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Accumulated deficit                                                                                                                                                                                                      |   |   | (106,028,561 | ) |   |   | (90,001,793 | ) |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Treasury stock, at cost (100,000 shares)                                                                                                                                                                                 |   |   | (306,841 | ) |   |   | (306,841 | ) |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Total Stockholders Equity / (Deficit)                                                                                                                                                                                    |   |   | (15,841,162 | ) |   |   | 5,493,081 |   |
|                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY                                                                                                                                                                      |   | $ | 10,901,898 |   |   | $ | 10,920,148 |   |

----

|                                                                                         |   | THREE MONTHS ENDEDDECEMBER 31, |       |   | NINE MONTHS ENDEDDECEMBER 31, |   |
|----------------------------------------------------------------------------------------------|--------|--------------------------------|------------|--------|-------------------------------|--------|
|                                                                                         |   | 2009                           |       |   | 2008                          |   |   | 2009 |   |   | 2008 |   |
| REVENUES                                                                                     |   |                           |       |   |                          |   |   |   |   |   |   |   |
| Manufacturing Fees                                                                           |   |                           | 744,948    |   |                          |   | 162,558 |   |   |   | 1,948,952 |   |   | $ | 1,255,850 |   |
| Royalties                                                                                    |   |                           | 172,435    |   |                          |   | 74,222 |   |   |   | 558,522 |   |   |   | 232,800 |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Total Revenues                                                                               |   |                           | 917,383    |   |                          |   | 236,780 |   |   |   | 2,507,474 |   |   |   | 1,488,650 |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Costs of Revenues                                                                            |   |                           | 609,416    |   |                          |   | 159,651 |   |   |   | 1,612,459 |   |   |   | 1,161,147 |   |
| Inventory Adjustment                                                                         |   |                           | —    |   |                          |   | — |   |   |   | 311,986 |   |   |   | — |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Gross Profit                                                                                 |   |                           | 307,967    |   |                          |   | 77,129 |   |   |   | 583,029 |   |   |   | 327,503 |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| COST OF OPERATIONS                                                                           |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Research and development                                                                     |   |                           | 247,773    |   |                          |   | 600,680 |   |   |   | 758,190 |   |   |   | 3,144,370 |   |
| General and administrative                                                                   |   |                           | 498,884    |   |                          |   | 467,487 |   |   |   | 1,288,565 |   |   |   | 1,741,760 |   |
| Non-cash compensation through issuance of stock options and warrants                         |   |                           | 28,488     |   |                          |   | 246,858 |   |   |   | 113,041 |   |   |   | 839,031 |   |
| Depreciation and amortization                                                                |   |                           | 39,715     |   |                          |   | 130,257 |   |   |   | 214,487 |   |   |   | 390,771 |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Total Cost of Operations                                                                     |   |                           | 814,860    |   |                          |   | 1,445,282 |   |   |   | 2,374,283 |   |   |   | 6,115,932 |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                                         |   |                           | (506,893   | )      |                          |   | (1,368,153 | ) |   |   | (1,791,254 | ) |   |   | (5,788,429 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME / (EXPENSES)                                                                    |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Interest income                                                                              |   |                           | —    |   |                          |   | 8,482 |   |   |   | 2,012 |   |   |   | 38,583 |   |
| Interest expense                                                                             |   |                           | (67,342    | )      |                          |   | (61,437 | ) |   |   | (200,541 | ) |   |   | (190,691 | ) |
| Change in fair value of outstanding warrant derivatives                                      |   |                           | (5,086,610 | )      |                          |   | — |   |   |   | (6,453,107 | ) |   |   | — |   |
| Change in fair value of preferred share derivatives                                          |   |                           | (3,325,418 | )      |                          |   | — |   |   |   | (2,147,122 | ) |   |   | — |   |
| Interest expense attributable to dividends accrued to preferred share derivative liabilities |   |                           | (350,010   | )      |                          |   | — |   |   |   | (1,008,383 | ) |   |   | — |   |
| Discount in Series E issuance attributable to beneficial conversion features                 |   |                           | (254,212   | )      |                          |   | — |   |   |   | (512,912 | ) |   |   | — |   |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Total Other Income / (Expense)                                                               |   |                           | (9,083,592 | )      |                          |   | (52,955 | ) |   |   | (10,320,053 | ) |   |   | (152,108 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| INCOME / (LOSS) BEFORE PROVISION FOR INCOME TAXES                                            |   |                           | (9,590,485 | )      |                          |   | (1,421,108 | ) |   |   | (12,111,307 | ) |   |   | (5,940,537 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Provision for Income Taxes                                                                   |   |                           | —    |   |                          |   | — |   |   |   | — |   |   |   | (3,120 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME / (LOSS)                                                                          |   |                           | (9,590,485 | )      |                          |   | (1,421,108 | ) |   |   | (12,111,307 | ) |   |   | (5,943,657 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| Preferred Stock Dividends                                                                    |   |                           | —    |   |                          |   | (659,562 | ) |   |   | — |   |   |   | (1,771,751 | )) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME / (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS                                      |   | $                              | (9,590,485 | )      |                          | $      | (2,080,670 | ) |   | $ | (12,111,307 | ) |   | $ | (7,715,408 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| BASIC AND DILUTED LOSS PER COMMON SHARE                                                      |   | $                              | (0.12      | )      |                          | $      | (0.07 | ) |   | $ | (0.17 | ) |   | $ | (0.30 | ) |
|                                                                                         |   |                           |       |   |                          |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC                           |   |                           | 78,620,207 |   |                          |   | 29,799,888 |   |   |   | 73,018,708 |   |   |   | 25,886,117 |   |

----

|                                                                                                   |   | Series B        |    |   | Series C        |   |    | Series D        |   |   |         |   |   |   |    |
|--------------------------------------------------------------------------------------------------------|--------|-----------------|---------|--------|-----------------|--------|---------|-----------------|--------|--------|--------------|--------|--------|--------|---------|
|                                                                                                   |   | Preferred Stock |    |   | Preferred Stock |   |    | Preferred Stock |   |   | Common Stock |   |
|                                                                                                   |   | Shares          |    |   | Amount          |   |    | Shares          |   |   | Amount       |   |   | Shares |    |   | Amount |   |   | Shares |   |   | Amount |   |
| Balance at March 31, 2009                                                                              |   |            | 1,046   |   |            |   | 11      |            |   |   | 13,705       |   |   |   | 137     |   |   |   | 9,154 |   |   |   | 91 |   |   |   | 60,839,374 |   |   |   | 608,394 |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cumulative effect of reclassification of preferred stock and warrants                                  |   |            |    |   |            |   | (11     | )               |   |   |         |   |   |   | (137    | ) |   |   |   |   |   |   | (91 | ) |   |   | — |   |   |   | — |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds received in exchange for beneficial conversion features embedded in Series E preferred shares |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Conversion of Series B, Series C and Series D preferred shares into common                             |   |            | (150    | )      |            |   |    |            |   |   | (8,827       | )      |   |   |    |   |   |   | (146 | ) |   |   |   |   |   |   | 5,383,010 |   |   |   | 53,830 |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs associated with raising capital                                                                  |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Non-cash compensation through Issuance of stock options and warrants                                   |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Income for the six months ended September 30, 2009                                                 |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Dividends                                                                                              |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 4,006,339 |   |   |   | 40,063 |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common shares issued in lieu of cash in payment of preferred share derivative interest expense         |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 8,988,420 |   |   |   | 89,884 |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Reduction in Par Value                                                                                 |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | (721,136 | ) |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common shares issued in lieu of cash in payment of legal expenses                                      |   |            | — |   |            |   | — |            |   |   | —      |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 909,091 |   |   |   | 9,091 |   |
|                                                                                                   |   |            |    |   |            |   |    |            |   |   |         |   |   |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  Balance at December 31, 2009                                                                     |   |            | 896     |   |            |   | — |            |   |   | 5,418        |   |   |   | — |   |   |   | 9,008 |   |   |   | — |   |   |   | 80,126,234 |   |   |   | 80,126 |   |

----

|                                                                                                   |   | SubscriptionReceivable |    |   | Additional Paid inCapital |   |       | Treasury Stock |   |   |     |                |   | Stockholders (Deficit)Equity |     |
|--------------------------------------------------------------------------------------------------------|--------|------------------------|---------|--------|---------------------------|--------|------------|----------------|--------|--------|----------|---------------------|--------|------------------------------|----------|
|                                                                                                   |   |                   |    |   |                      | Shares |       |           | Amount |   |     | Accumulated Deficit |   |                         |     |
| Balance at March 31, 2009                                                                              |   |                   | (75,000 | )      |                      |   | 95,718,092 |           |   |   | (100,000 | )                   |   |                         | (306,841 | ) |   |   | (90,001,793 | ) |   |   | 5,943,081 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Cumulative effect of reclassification of preferred stock and warrants                                  |   |                   | — |   |                      |   | (7,144,131 | )              |   |   | —  |                |   |                         | —  |   |   |   | (3,915,462 | ) |   |   | (11,059,593 | ) |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Proceeds received in exchange for beneficial conversion features embedded in Series E preferred shares |   |                   | — |   |                      |   | 512,912    |           |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | 512,912 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Conversion of Series B, Series C and Series D preferred shares into common                             |   |                   | — |   |                      |   | 14,400     |           |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | 68,230 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Costs associated with raising capital                                                                  |   |                   | — |   |                      |   | (359,264   | )              |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | (359,264 | ) |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Non-cash compensation through Issuance of stock options and warrants                                   |   |                   | — |   |                      |   | 113,041    |           |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | 113,041 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Net Income for the nine months ended December 31, 2009                                                 |   |                   | — |   |                      |   | —    |           |   |   | —  |                |   |                         | —  |   |   |   | (12,111,307 | ) |   |   | (12,111,307 | ) |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Dividends                                                                                              |   |                   | — |   |                      |   | 318,958    |           |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | 359,021 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Common shares issued in lieu of cash in payment of preferred share derivative interest expense         |   |                   | — |   |                      |   | 503,062    |           |   |   | —  |                |   |                         | —  |   |   |   | — |   |   |   | 592,946 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Reduction in Par Value                                                                                 |   |                   |    |   |                      |   | 721,136    |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   | — |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
| Common shares issued in lieu of cash in payment of legal expenses                                      |   |                   |    |   |                      |   | 90,909     |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   | 100,000 |   |
|                                                                                                   |   |                   |    |   |                      |   |       |           |   |   |     |                |   |                         |     |   |   |   |   |   |   |   |   |   |
|  Balance at December 31, 2009                                                                     |   |                   | (75,000 | )      |                      |   | 90,489,114 |           |   |   | (100,000 | )                   |   |                         | (306,841 | ) |   |   | (106,028,561 | ) |   |   | (15,841,162 | ) |

----

|                                                                                           |   | NINE MONTHS ENDED DECEMBER 31, |        |
|------------------------------------------------------------------------------------------------|--------|--------------------------------|-------------|
|                                                                                           |   |  2009                     |        |   |  2008 |   |
|                                                                                           |   | (Unaudited)                    |        |   | (Unaudited) |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                           |   |                           |        |   |   |   |
| Net Loss                                                                                       |   | $                              | (12,111,307 | ) |   | $ | (4,522,549 | ) |
| Adjustments to reconcile net loss to cash used in operating activities:                        |   |                           |        |   |   |   |   |   |
| Depreciation and amortization                                                                  |   |                           | 377,196     |   |   |   | 260,514 |   |
| Inventory adjustment                                                                           |   |                           | 311,986     |   |   |   | — |   |
| Change in fair value of warrant derivative liability                                           |   |                           | 6,453,107   |   |   |   | — |   |
| Change in fair value of preferred shares derivative liability                                  |   |                           | 2,147,122   |   |   |   | — |   |
| Discount in Series E issuance attributable to embedded beneficial conversion feature           |   |                           | 512,912     |   |   |   | — |   |
| Preferred shares derivative interest accrued                                                   |   |                           | 1,008,383   |   |   |   | — |   |
| Legal expenses satisfied by the issuance of common stock                                       |   |                           | 100,000     |   |   |   |   |   |
| Non-cash compensation satisfied by the issuance of common stock, options and warrants          |   |                           | 113,041     |   |   |   | 592,173 |   |
| Changes in assets and liabilities:                                                             |   |                           |        |   |   |   |   |   |
| Accounts and interest receivable                                                               |   |                           | (413,503    | ) |   |   | (258,419 | ) |
| Inventories                                                                                    |   |                           | (4,015      | ) |   |   | 410,905 |   |
| Prepaid expenses and other current assets                                                      |   |                           | 72,374      |   |   |   | 52,296 |   |
| Security deposit                                                                               |   |                           | 12,909      |   |   |   | — |   |
| Accounts payable, accrued expenses and other current liabilities                               |   |                           | 275,643     |   |   |   | 190,827 |   |
| NET CASH USED IN OPERATING ACTIVITIES                                                          |   |                           | (1,144,152  | ) |   |   | (3,274,253 | ) |
|                                                                                           |   |                           |        |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                           |   |                           |        |   |   |   |   |   |
| Purchases of property and equipment                                                            |   |                           | —     |   |   |   | (75,558 | ) |
| (Deposits) to / Withdrawals from  restricted cash                                    |   |                           | 48,623      |   |   |   | (3,326 | ) |
| NET CASH PROVIDED BY /(USED IN) INVESTING ACTIVITIES                                           |   |                           | 48,623      |   |   |   | (78,884 | ) |
|                                                                                           |   |                           |        |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                           |   |                           |        |   |   |   |   |   |
| Dividends paid                                                                                 |   |                           | —     |   |   |   | (126,603 | ) |
| Proceeds from issuance of Series D 8% Convertible Preferred Stock and Warrants                 |   |                           | —     |   |   |   | 1,777,000 |   |
| Proceeds from issuance of Series E Preferred Stock and Warrants                                |   |                           | 2,000,000   |   |   |   | — |   |
| NJEDA bond principal payments                                                                  |   |                           | (210,000    | ) |   |   | (200,000 | ) |
| Other loan payments                                                                            |   |                           | (109,661    | ) |   |   | (4,821 | ) |
| Costs associated with raising capital                                                          |   |                           | —     |   |   |   | (263,753 | ) |
| NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      |   |                           | 1,680,339   |   |   |   | 1,181,823 |   |
|                                                                                           |   |                           |        |   |   |   |   |   |
| NET CHANGE IN CASH AND CASH EQUIVALENTS                                                        |   |                           | 584,810     |   |   |   | (2,171,314 | ) |
|                                                                                           |   |                           |        |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – beginning of period                                          |   |                           | 282,578     |   |   |   | 3,702,615 |   |
| CASH AND CASH EQUIVALENTS – end of period                                                |   | $                              | 867,388     |   |   | $ | 1,531,301 |   |
|                                                                                           |   |                           |        |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                              |   |                           |        |   |   |   |   |   |
| Cash paid for interest                                                                         |   |                           | 145,287     |   |   |   | 130,472 |   |
| Cash paid for income taxes                                                                     |   |                           | —     |   |   |   | 3,120 |   |
|                                                                                           |   |                           |        |   |   |   |   |   |
| SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES                                        |   |                           |        |   |   |   |   |   |
| Accrued dividends                                                                              |   |                           | —     |   |   |   | 36,800 |   |
| Common shares issued in lieu of cash in payment of preferred share derivative interest expense |   |                           | 8,988,420   |   |   |   | — |   |
| Accrued preferred share derivative interest expense                                            |   |                           | 1,008,383   |   |   |   | — |   |

----

| NOTE 1       - | BASIS OF PRESENTATION |
|----------------------------------------------|-----------------------|

|   | 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 “Registrant”) including its wholly-owned subsidiaries, Elite Laboratories, Inc. (“Elite Labs”) and Elite Research, Inc. (“ERI”) for the three and nine months ended December 31, 2009 and 2008.  The accompanyingunaudited 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 for complete financial statements.  In the opinion of management, all adjustments (consistingof normal recurring accruals) considered necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows of the Registrant for the periods presented have been included. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

----

| NOTE 2       - | CHANGE IN ACCOUNTING PRINCIPAL AND DERIVATIVE LIABILITIES |
|----------------------------------------------|-----------------------------------------------------------|

----

|   | PREFERRED STOCK DERIVATIVE LIABILITY AS OF APRIL 1, 2009  |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   |                                                      |   | Series B |   |   | Series C |   |   | Series D |   |   | Series E |   |   | Total |   |
|   | Preferred shares Outstanding                              |   |   | 1,046 |   |   |   | 13,705 |   |   |   | 9,154 |   |   |   | — |   |   |   | 23,905 |   |
|   |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Underlying common shares into which Preferred may convert |   |   | 670,230 |   |   |   | 8,512,422 |   |   |   | 45,772,205 |   |   |   | — |   |   |   | 54,954,857 |   |
|   |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Closing price on valuation date                           |   | $ | 0.13 |   |   | $ | 0.13 |   |   | $ | 0.13 |   |   | $ | 0.13 |   |   | $ | 0.13 |   |
|   |                                                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Preferred stock derivative liability at April 1, 2009     |   | $ | 87,130 |   |   | $ | 1,106,615 |   |   | $ | 5,950,386 |   |   | $ | — |   |   | $ | 7,144,131 |   |

|   | PREFERRED STOCK DERIVATIVE LIABILITY AS OF DECEMBER 31, 2009                                |
|--------|---------------------------------------------------------------------------------------------|
|   |                                                                                        |
|   |                                                                                        |   | Series B |   |   | Series C |   |   | Series D |   |   | Series E |   |   | Total |   |
|   | Preferred shares Outstanding                                                                |   |   | 896 |   |   |   | 5,418 |   |   |   | 9,008 |   |   |   | 2,000 |   |   |   | 17,322 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Underlying common shares into which Preferred may convert                                   |   |   | 574,076 |   |   |   | 3,365,217 |   |   |   | 45,042,205 |   |   |   | 40,000,000 |   |   |   | 88,981,499 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Closing price on valuation date                                                             |   | $ | 0.11 |   |   | $ | 0.11 |   |   | $ | 0.11 |   |   | $ | 0.11 |   |   | $ | 0.11 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Preferred stock derivative liability at December 31, 2009                                   |   | $ | 63,148 |   |   | $ | 370,174 |   |   | $ | 4,954,643 |   |   | $ | 4,400,000 |   |   | $ | 9,787,965 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Series E liability at issue date (related to beneficial conversion option)                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   | 512,912 |   |   |   | 512,912 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Change in preferred stock derivative liability for the nine months ended December 31, 2009  |   | $ | (23,982 | ) |   | $ | (736,441 | ) |   | $ | (979,543 | ) |   | $ | 3,887,088 |   |   | $ | 2,147,122 |   |
|   |                                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Change in preferred stock derivative liability for the three months ended December 31, 2009 |   | $ | 11,481 |   |   | $ | 67,304 |   |   | $ | 900,845 |   |   | $ | 2,345,788 |   |   | $ | 3,325,418 |   |

----

|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |
|--------|--------------------------------------------------------------------------------------------------|--------|-----------|-----------------|--------|------------|--------------------------|-----------------|-------------|---------------------------|--------|-----------------|--------------------------|
|   |                                                                                             |   | Apr 12009 |            |   | Jun 302009 |                     |            | Sept 302009 |                      |   | Dec 312009      |                     |
|   | Risk-Free interest rate                                                                          |   |      | 2%              |   |       |                     | 2%              |        |                      |   | 2%              |                     |   |   | 2.545% |   |
|   | Expected volatility                                                                              |   |      | 118% - 137%     |   |       |                     | 116% - 153%     |        |                      |   | 120% - 165%     |                     |   |   | 125% - 184% |   |
|   | Expected life (in years)                                                                         |   |      | 3.2 – 5.2 |   |       |                     | 3.0 – 7.0 |        |                      |   | 2.7 – 6.7 |                     |   |   | 2.5 – 6.8 |   |
|   | Expected dividend yield                                                                          |   |      | —         |   |       |                     | —         |        |                      |   | —         |                     |   |   | — |   |
|   | Number of warrants                                                                               |   |      | 45,469,740      |   |       |                     | 85,469,740      |        |                      |   | 85,469,740      |                     |   |   | 125,469,740 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   | Fair value – Warrant Derivative Liability                                                  |   | $         | 3,915,462       |   |       |                     | 4,502,436       |        |                      | $      | 6,023,258       |                     |   | $ | 11,855,657 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   |                                                                                             |   |      |            |   |       | 3 MonthsEndedJun 30 2009 |            |        | 6 MonthsEndedSept 30 2009 |   |            | 9 MonthsEndedDec 31 2009 |   |
|   | Initial derivative warrant value for those warrants existing at the beginning of the fiscal year |   |      |            |   |       |                     | 3,915,462       |        |                      |   | 3,915,462       |                     |   |   | 3,915,462 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   | Cumulative initial value of warrants issued during the fiscal year                               |   |      |            |   |       |                     | 741,300         |        |                      |   | 741,300         |                     |   |   | 1,487,088 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   | Year-to-Date Change in Warrant Derivative Liability                                              |   |      |            |   |       |                     | (154,326        | )           |                      |   | 1,366,496       |                     |   |   | 6,453,107 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   | Fair Value – Warrant Derivative Liability                                                  |   |      |            |   |       | $                        | 4,502,436       |        |                      | $      | 6,023,258       |                     |   | $ | 11,855,657 |   |
|   |                                                                                             |   |      |            |   |       |                     |            |        |                      |   |            |                     |   |   |   |   |
|   | Change in Warrant Derivative Value for the Quarter Ended                                         |   |      |            |   |       | $                        | (154,326        | )           |                      | $      | 1,520,822       |                     |   | $ | 5,086,610 |   |

----

|   |                                                                                                                             |   |                   |       |   |                    |   |       |   |
|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|------------|--------|-------------------------|--------|------------|--------|
|   |                                                                                                                             |   | FirstClosing(Jun 2009) |       |   | SecondClosing(Oct 2009) |   |
|   | Allocation % attributable to the Preferred shares conversion option                                                              |   |                   |       |   |                    |   |       |   |
|   | Proceeds from Issuance of Series E Preferred Shares                                                                              |   | $                      | 1,000,000  |   |                    | $      | 1,000,000  |   |
|   | Value of warrants issued with Series E Preferred Shares (see below for a description of the method of valuation)                 |   |                   | 2,865,486  |   |                    |   | 2,933,727  |   |
|   | Total of proceeds plus warrants                                                                                                  |   |                   | 3,865,486  |   |                    |   | 3,933,727  |   |
|   | Allocation % attributable to Preferred Shares conversion option (quotient of the proceeds divided by the proceeds plus warrants) |   |                   | 25.9       | %      |                    |   | 25.4       | %      |
|   | Amount of proceeds attributed to conversion option                                                                               |   |                   | 258,700    |   |                    |   | 254,212    |   |
|   |                                                                                                                             |   |                   |       |   |                    |   |       |   |
|   | Gross value of beneficial conversion feature                                                                                     |   |                   |       |   |                    |   |       |   |
|   | Share price as of issue date                                                                                                     |   | $                      | 0.09       |   |                    | $      | .08        |   |
|   | Conversion option price                                                                                                          |   | $                      | 0.05       |   |                    | $      | .05        |   |
|   | Beneficial conversion feature per share                                                                                          |   | $                      | 0.04       |   |                    | $      | .03        |   |
|   | Number of common shares                                                                                                          |   |                   | 20,000,000 |   |                    |   | 20,000,000 |   |
|   | Gross value of beneficial conversion feature                                                                                     |   | $                      | 800,000    |   |                    | $      | 600,000    |   |
|   |                                                                                                                             |   |                   |       |   |                    |   |       |   |
|   | Beneficial conversion option recorded (lesser of the gross value or the amount of proceeds attributed to the conversion option)  |   | $                      | 258,700    |   |                    | $      | 254,212    |   |

|                     | FirstClosing(June 2009) | SecondClosing(Oct 2009) |
|--------------------------|-------------------------|-------------------------|
| Risk-free interest rate  | 2.000%                  | 2.980%                  |
| Expected volatility      | 115.2%                  | 122.5%                  |
| Expected life (in years) | 7                       | 7                       |
| Number of warrants       | 40 million              | 40 million              |
| Fair value               | $2,865,486              | $2,933,727              |

----

|   |                                                                                                                    |   | DerivativeLiabilities |       |   | AccumulatedDeficitandPaid-in Capital |   |        | Other Income/(Expense) |   |
|--------|-------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|------------|--------|--------------------------------------|--------|-------------|------------------------|--------|
|   | Cumulative effect of change in accounting principle     - Preferred Stock Derivative Liability |   | $                     | 7,144,131  |   |                                 | $      | (7,144,131  | )                      |   | $ | — |   |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Cumulative effect of change in accounting principle     - Warrant Derivative Liability         |   |                  | 3,915,462  |   |                                 |   | (3,915,462  | )                      |   |   | — |   |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Beneficial conversion feature of Series E                                                                               |   |                  | —    |   |                                 |   | 512,912     |                   |   |   | — |   |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Warrants issued with Series E                                                                                           |   |                  | 1,487,088  |   |                                 |   | —     |                   |   |   | — |   |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Amortization of beneficial conversion of Series E as interest expense                                                   |   |                  | 512,912    |   |                                 |   | —     |                   |   |   | (512,912 | ) |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Change in value of preferred stock derivative liability                                                                 |   |                  | 2,147,122  |   |                                 |   | —     |                   |   |   | (2,147,122 | ) |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Change in value of warrants derivative liability                                                                        |   |                  | 6,453,107  |   |                                 |   | —     |                   |   |   | (6,453,107 | ) |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Preferred stock derivatives converted into common shares                                                                |   |                  | (16,200    | )      |                                 |   | (16,200     | )                      |   |   | — |   |
|   |                                                                                                                    |   |                  |       |   |                                 |   |        |                   |   |   |   |   |
|   | Net Effect of Derivatives                                                                                               |   |                  | 21,643,622 |   |                                 |   | (10,562,881 | )                      |   |   | (9,113,141 | ) |

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

| NOTE 4       - | PREFERRED SHARE DERIVATIVE INTEREST PAYABLE |
|----------------------------------------------|---------------------------------------------|

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

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| NOTE 6       - | STOCKHOLDERS’ EQUITY |
|----------------------------------------------|----------------------------|

|   | Options |
|--------|---------|

| NOTE 7       - | PER SHARE INFORMATION |
|----------------------------------------------|-----------------------|

|   |                                                  |                                             |   |       |                                      |
|--------|-------------------------------------------------------|--------------------------------------------------|--------|------------|-------------------------------------------|
|   |                                                  | For the ThreeMonths Ended December 31, 2009 |   |       | For the NineMonths EndedDecember 31, 2008 |
|   | Numerator                                             |                                             |   |       |                                      |
|   | Net Income (loss) attributable to common shareholders |                                             | $      | (9,590,485 | )                                         |   | $ | (12,111,307) |
|   |                                                  |
|   | Denominator                                           |
|   | Weighted-average shares of common stock outstanding   |                                             |   | 78,620,207 |                                      |   |   | 73,018,708  |
|   |                                                  |                                             |
|   | Net (loss) income per share                           |                                             |
|   | Basic                                                 |                                             | $      | (0.12      | )                                         |   | $ | (0.17) |

----

| NOTE 8       - | SUBSEQUENT EVENTS |
|----------------------------------------------|-------------------|

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| ITEM 3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
|---------------|------------------------------------------------------------|

| ITEM 4T.   | CONTROLS AND PROCEDURES |
|----------------------|-------------------------|

| PART II.  | OTHER INFORMATION |
|----------------|-------------------|
|           |              |
| ITEM 1.        | Legal Proceedings |

----

| ITEM 1A. | Risk Factors |
|----------|--------------|

| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
|---------|--------------------------------------------------------------|

| ITEM 3.    | DEFAULTS UPON SENIOR SECURITIES |
|---------------------------|---------------------------------|

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

----

| ITEM 5.    | OTHER INFORMATION |
|---------------------------|-------------------|

| ITEM 6.    | EXHIBITS |
|---------------------------|----------|

| 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) Exhibit3.1 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.                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|   |                                                                                                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 filedwith the SEC on June 5, 2009. |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 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:  | February 12, 2010 |   | /s/ Jerry Treppel    |   |
|        |              |   | Jerry Treppel             |   |
|        |              |   | Chief Executive Officer                  |   |
|        |              |   | (Principal Executive Officer)            |   |

|        |              |   |                                         |   |
|-------------|-------------------|--------|----------------------------------------------|--------|
| Date:  | February 12, 2010 |   | /s/ Carter J. Ward                      |   |
|        |              |   | Carter J. Ward                               |   |
|        |              |   | Chief Financial Officer                      |   |
|        |              |   | (Principal Financial and Accounting Officer) |   |