EXHIBIT 4.2

FORM OF WARRANT AGREEMENT

NUMBER                                 WARRANTS

ELITE PHARMACEUTICALS, INC.

COMMON STOCK PURCHASE WARRANTS

CUSIP 28659T  127

THIS CERTIFIES THAT _______________ IS THE OWNER OF ___________

OR REGISTERED  ASSIGNS, IS ENTITLED TO PURCHASE ONE FULLY PAID AND NONASSESSABLE
SHARE OF ELITE PHARMACEUTICALS,  INC., A DELAWARE CORPORATION (HEREIN CALLED THE
COMPANY) FOR EACH  WARRANT  EVIDENCED  BY THIS  CERTIFICATE  FOR $6.00 PER SHARE
DURING THE PERIOD COMMENCING UPON THE FIRST DAY THAT THE COMMON STOCK TRADES AND
EXPIRING  NOVEMBER 30,  2002,  UPON ITS  SURRENDER,  AND PAYMENT OF THE PURCHASE
PRICE AT THE AGENTS  OFFICE,  201  BLOOMFIELD  AVE.,  VERONA,  NEW JERSEY  07044
SUBJECT TO THE FOLLOWING  CONDITIONS:  1. THE EXERCISE PRICE IS PAYABLE IN CASH,
CERTIFIED CHECK OR BANK DRAFT; 2. ADJUSTMENTS IN THE EXERCISE PRICE OR NUMBER OF
SHARES  ISSUABLE  WILL BE  MADE  FOR  STOCK  SPLITS,  RECAPITALIZATION,  MERGER,
CONSOLIDATION OR OTHER EVENT AFFECTING WARRANT HOLDERS INTEREST, ADJUSTMENTS FOR
THE STATED EVENT WILL MAINTAIN THE WARRANT  HOLDER'S  SAME RELATIVE  POSITION TO
THE  COMPANY  AS  EXISTED  PRIOR  TO  EXERCISE.  3.  WARRANT  EXERCISE  REQUIRES
APPROPRIATE COMPLETION OF THE "ELECTION TO PURCHASE" PRINTED ON THE BACK OF THIS
CERTIFICATE,  IF THE EXERCISED SHARES ARE LESS THAN THE TOTAL NUMBER OF WARRANTS
ON THE BACK OF THIS CERTIFICATE, IF THE EXERCISED SHARES ARE LESS THAN THE TOTAL
NUMBER OF WARRANTS CONTAINED IN THIS  CERTIFICATES,  THE HOLDER WILL BE ISSUED A
NEW  CERTIFICATE  GIVING CREDIT FOR THE UNEXERCISED  WARRANTS.  4. NO FRACTIONAL
SHARS  WILL  BE  ISSUED  UPON  EXERCISE.   THE  COMPANY  WILL  PAY  HOLDERS  THE
PROPORATIONATE   PURCHASE  PRICE  FOR  ANY  FRACTIONAL  SHARES  ARISING  THROUGH
ADDJUSTMENTS.  5. THIS  CERTIFICATE  CONTAINS  ALL THE WARRANT AND RIGHTS OF THE
WARRANT  HOLDERS.  6. THE HOLDER OR HIS AUTHORIZED AGENT IS ENTITLED OT EXCHANGE
THIS  CERTIFICATE  FOR NEW. 7. HOLDERS CAN REGISTER OR TRANSFER  CERTIFICATES AT
THE WARRANT AGENT'S PRINCIPAL OFFICE AFTER PAYMENT OF FEES AND APPLICABLE TAXES.
NEW CERTIFICATES  WILL BE EQUIVALENT TO THE OLD AND TOTALING THE WARRANTS ISSUED
TO THE HOLDER OR HIS TRANSFEREE IN EXCHANGE FOR THE OLD, AND CONTAINING THE SAME
TERMS AND WARRANT AMOUNTS. 8. PRIOR TO PRESENTMENT FOR REGISTRATION OR TRANSFER,
THE COMPANY AND WARRANT  AGENT MAY TREAT THE  REGISTERED  WARRANT  HOLDER AS THE
ABSOLUTE OWNER OF THIS  CERTIFICATE FOR EXERCISE,  TRANSFER OR ANY OTHER PURPOSE
AND NEITHER THE COMPANY NOR THE WARRANT AGENT SHALL BE AFFECTED BY ANY NOTICE IN
WRITING TO THE  CONTRARY.  9. IF THIS  CERTIFICATE  IS  SURRENDERED  FOR WARRANT
EXERCISE WHILE THE COMPANY'S TRANSFER BOOKS ARE CLOSED,  SHARE CERTIFICATES WILL
NOT BE ISSUED UNTIL THE BOOKS ARE REOPENED FOR TRANSFER. 10. THIS WARRANT IS NOT
EXERCISABLE BEYOND THE EXPIRATION DATE SHOWN ABOVE UNLESS EXTENDED IN WRITING BY
THE COMPANY.  FAILURE TO EXERCISE  SOME OR ALL  WARRANTS  WITHIN THE TIME PERIOD
VOIDS THEM.

DATED:________ ELITE PHARMACEUTICALS, INC.

SECRETARY

PRESIDENT

COUNTERSIGNED

JERSEY TRANSFER AND TRUST CO. 201 BLOOMFIELD AVE. (P.O. BOX 36) VERONA, NJ 07044
TRANSFER AGENT

 AUTHORIZED SIGNATURE