EXHIBIT 4.6



THE SECURITIES  REPRESENTED BY THIS WARRANT (AND/OR THE SECURITIES ISSUABLE UPON
CONVERSION OR EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT") OR WITH  ANY  STATE  SECURITIES
COMMISSION,  AND MAY NOT BE  TRANSFERRED  OR  DISPOSED  OF BY THE  HOLDER IN THE
ABSENCE OF A REGISTRATION  STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT
AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS,  IMMEDIATELY  PRIOR TO THE TIME
SET FOR  TRANSFER,  SUCH  TRANSFER  MAY BE  EFFECTED  WITHOUT  VIOLATION  OF THE
SECURITIES ACT AND OTHER  APPLICABLE STATE LAWS AND RULES.  NOTWITHSTANDING  THE
FOREGOING,  THE SECURITIES  (AND/OR THE SECURITIES  ISSUABLE UPON  CONVERSION OR
EXERCISE HEREOF) MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR  FINANCING  ARRANGEMENT  SECURED  BY THE  SECURITIES  (AND/OR  THE
SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF).



       Date: October 6, 2004                                              STW-__




                   WARRANT TO PURCHASE OF [_______] SHARES OF


                   COMMON STOCK OF ELITE PHARMACEUTICALS, INC.


         Exercise  Price:  $1.54 per share,  subject to  adjustment  as provided
below (the "Exercise Price")

         THIS IS TO CERTIFY that, for value received,  [___________________] and
its  successors  and  assigns  (collectively,  the  "Holder"),  is  entitled  to
purchase,  subject to the terms and  conditions  hereinafter  set  forth,  up to
[_______]  fully paid and  nonassessable  shares (the  "Warrant  Shares") of the
common  stock,   par  value  $0.01  per  share   ("Common   Stock"),   of  Elite
Pharmaceuticals,  Inc., a Delaware  corporation (the "Company"),  and to receive
certificates for the Common Stock so purchased.  This Warrant to Purchase Common
Stock  (including  any  Warrant(s) to Purchase  Common Stock issued in exchange,
transfer or replacement  hereof,  the "Warrant") has been issued pursuant to the
terms and conditions of the Subscription Agreement,  dated as of October 6, 2004
by and between the Company  and the  initial  holder  hereof (the  "Subscription
Agreement").

         1.  EXERCISE  PERIOD.  The Holder may  purchase all or a portion of the
Warrant  Shares  pursuant to Section 2 at any time or times on or after the date
of issuance of this  Warrant but not after 5:00 p.m.,  New York time on December
31, 2005 (the "Exercise Period").  This Warrant will terminate automatically and
immediately  upon the earlier of (i) the  expiration of the Exercise  Period and
(ii) the failure of the Holder to exercise this Warrant  within thirty (30) days

<PAGE>

after  receipt of a  Mandatory  Exercise  Notice  (as  defined  below)  from the
Company, as provided in Section 2(b) below.

2. EXERCISE OF WARRANT.

                  (a) MECHANICS OF EXERCISE.  (i) This Warrant may be exercised,
in whole or in part,  at any time  and from  time to time  during  the  Exercise
Period. Such exercise shall be accomplished by:

                  (x) (A) payment to the Company of an amount  equal to the then
applicable Exercise Price multiplied by the number of Warrant Shares as to which
this Warrant is being  exercised (the  "Aggregate  Exercise  Price") in cash, by
wire transfer to an account  designated by the Company or by certified  check or
bank cashier's  check,  payable to the order of the Company or (B) notifying the
Company that this Warrant is being exercised pursuant to a Cashless Exercise (as
defined below) pursuant to Section 2(d) below, and

                  (y)  physical  delivery  of  this  Warrant  with  an  original
executed  Exercise Notice in substantially the form attached hereto as EXHIBIT A
(the "Exercise Notice") to the Company (the requirements  referred to in clauses
(x) and (y) being referred to as the "Exercise Delivery Requirements").

                  (ii) Upon satisfaction of the Exercise Delivery  Requirements,
the Company will (x) transmit to the  Company's  transfer  agent (the  "Transfer
Agent")  instructions to issue the Warrant Shares in the amount set forth in the
Exercise  Delivery  Documents  and a copy of the  executed  exercise  notice  in
substantially  the form of Exhibit II attached to the letter  agreement dated as
of October 6, 2004 among the Company and Jersey  Transfer and Trust  Company and
(y) as promptly as possible,  but in no event more than three (3) business  days
after satisfaction of the Exercise Delivery Requirements,  (A) provided that the
Transfer Agent is  participating  in The Depository  Trust Company  ("DTC") Fast
Automated  Securities Transfer Program,  upon the request of the Holder,  credit
such aggregate  number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with
DTC  through its  Deposit  Withdrawal  Agent  Commission  system,  or (B) if the
Transfer  Agent  is not  participating  in the  DTC  Fast  Automated  Securities
Transfer  Program,  issue and  dispatch by  overnight  courier to the address as
specified in the Exercise Notice, a certificate or certificates representing the
shares of Common Stock so purchased,  registered in the Company's share register
in the name of the  Holder  or its  transferee  (as  permitted  under  Section 3
below), for the number of shares of Common Stock to which the Holder is entitled
pursuant to such  exercise.  With respect to any exercise of this  Warrant,  the
Holder  will for all  purposes  be deemed to have become the holder of record of
the  number  of  shares of Common  Stock  purchased  hereunder  on the date this
Warrant is delivered to the Company with a properly executed Exercise Notice and
payment of the Exercise Price (the "Exercise Date"), irrespective of the date of
delivery of the certificate  evidencing such shares, except that, if the date of
such  receipt is a date on which the stock  transfer  books of the  Company  are
closed,  such  Person will be deemed to have become the holder of such shares at
the close of business on the next  succeeding  date on which the stock  transfer
books are open.  Fractional  shares of Common  Stock will not be issued upon the
exercise of this Warrant.  In lieu of any fractional shares that would have been
issued  but for the  immediately  preceding  sentence,  but rather the number of
shares of Common  Stock to be issued


                                       2
<PAGE>

shall be rounded up to the nearest  whole  number.  In the event this Warrant is
exercised in part, the Company shall issue a new Warrant to the Holder  covering
the aggregate  number of shares of Common Stock as to which this Warrant remains
exercisable  for as soon as  practicable  and in no event  later  than  five (5)
business days after any exercise. The Company shall pay any and all taxes (other
than  income or  withholding  taxes)  which may be payable  with  respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.

                  (b) MANDATORY EXERCISE.  Notwithstanding anything set forth in
this  Warrant,  at any time  during the  Exercise  Period  that (x) the VWAP (as
defined in the Certificate of  Designations,  Preferences and Rights of Series A
Preferred Stock of the Company) of the Common Stock for any  consecutive  thirty
(30) day period equals or exceeds 300% of the then  applicable  Exercise  Price,
(y) during  such period the average  trading  volume of the Common  Stock on any
nationally  recognized  stock  exchange or  quotation  system  equals or exceeds
50,000  shares  per day and (z) the  Company  shall  provide  written  notice (a
"Mandatory  Exercise  Notice")  to the Holder of the  occurrence  of such events
within thirty (30) days of the  conclusion of such thirty (30) day period,  then
the Holder shall  exercise,  in full,  the  unexercised  portion of this Warrant
within thirty (30) days of the receipt of such Mandatory Exercise Notice and, to
the extent this  Warrant is not so  exercised  by the Holder  within such thirty
(30) day period,  this Warrant shall terminate  automatically and immediately at
the end of such thirty (30) day period.

                  (c) COMPANY'S FAILURE TO TIMELY DELIVER SECURITIES. Subject to
Section 2 (f) and 2(g), if the Company or its transfer  agent shall fail for any
reason or for no reason to issue to the Holder  within five (5) business days of
satisfaction of the Exercise Delivery  Requirements a certificate for the number
of shares of Common  Stock to which the Holder is  entitled  and  register  such
shares of Common Stock on the Company's share register or to credit the Holder's
balance  account with DTC for such number of shares of Common Stock to which the
Holder is entitled upon the Holder's exercise of this Warrant, then, in addition
to all other remedies  available to the Holder, the Company shall pay in cash to
the Holder on each day after such fifth  business  day that the issuance of such
shares of Common  Stock is not timely  effected  an amount  equal to one percent
(1%) of the  product of (A) the sum of the number of shares of Common  Stock not
issued to the Holder on a timely  basis and to which the Holder is entitled  and
(B) the  Closing  Sale Price of the shares of Common  Stock on the  trading  day
immediately preceding the last possible date which the Company could have issued
such shares of Common Stock to the Holder  without  violating  Section  1(a). In
addition to the  foregoing,  if within five (5) trading days after the Company's
receipt of the  facsimile  copy of a Exercise  Notice the Company  shall fail to
issue and deliver a certificate to the Holder and register such shares of Common
Stock on the Company's  share  register or credit the Holder's  balance  account
with DTC for the  number  of  shares  of  Common  Stock to which  the  Holder is
entitled upon such holder's exercise hereunder,  and if on or after such trading
day the Holder purchases (in an open market  transaction or otherwise) shares of
Common  Stock to  deliver in  satisfaction  of a sale by the Holder of shares of
Common Stock issuable upon such exercise that the Holder  anticipated  receiving
from the Company (a "Buy-In"),  then the Company shall, within five (5) business
days after the Holder's written request and in the Holder's  discretion,  either
(i) pay cash to the Holder in an amount  equal to the  Holder's  total  purchase
price (including  reasonable  brokerage  commissions,  if any) for the shares of
Common Stock so purchased  (the "Buy-In  Price"),  at which point the  Company's
obligation  to deliver  such  certificate  (and to issue  such  shares of Common
Stock) shall terminate,  or (ii) promptly honor its obligation to deliver to the
Holder a certificate or  certificates  representing


                                       3
<PAGE>

such shares of Common Stock and pay cash to the Holder in an amount equal to the
excess (if any) of the  Buy-In  Price  over the  product  of (A) such  number of
shares of Common  Stock,  multiplied by (B) the Closing Bid Price on the date of
exercise.

                  (d) CASHLESS EXERCISE. The Holder may, in its sole discretion,
exercise  this  Warrant  in whole or in part  and,  in lieu of  making  the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment of the  Aggregate  Exercise  Price,  elect  instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):

                  Net Number = (A X B) - (A X C)
                  B

                  For purposes of the foregoing formula:

                  A= the total  number  of shares  with  respect  to which  this
                  Warrant is then being exercised.

                  B= the  Closing  Sale Price of the shares of Common  Stock (as
                  reported by Bloomberg) on the date  immediately  preceding the
                  date of the Exercise Notice.

     C= the Exercise Price then in effect for the  applicable  Warrant Shares at
the time of such exercise.

                  (e) DISPUTES. In the case of a dispute as to the determination
of the Exercise Price or the arithmetic  calculation of the Warrant Shares,  the
Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 15.

                  (f) LIMITATIONS ON EXERCISE.  The Company shall not effect the
exercise of this  Warrant,  and the Holder  shall not have the right to exercise
this  Warrant,  to the extent that after giving  effect to such  exercise,  such
Person (together with such Person's affiliates) would beneficially own in excess
of 9.99% of the shares of Common  Stock  outstanding  immediately  after  giving
effect to such exercise.  For purposes of the foregoing sentence,  the aggregate
number of Common  Stock  beneficially  owned by such  Person and its  affiliates
shall  include the number of shares of Common Stock  issuable  upon  exercise of
this Warrant with respect to which the  determination  of such sentence is being
made,  but shall exclude shares of Common Stock which would be issuable upon (i)
exercise of the  remaining,  unexercised  portion of this  Warrant  beneficially
owned by such Person and its  affiliates  and (ii) exercise or conversion of the
unexercised  or  unconverted  portion  of any other  securities  of the  Company
beneficially  owned  by such  Person  and  its  affiliates  (including,  without
limitation,  any convertible  notes or convertible  preferred stock or warrants)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained herein. Except as set forth in the preceding sentence, for purposes of
this  paragraph,  beneficial  ownership  shall be calculated in accordance  with
Section 13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes
of this  Warrant,  in  determining  the number of  outstanding  shares of Common
Stock,  the Holder may rely on the number of outstanding  shares of Common Stock
as  reflected in (1) the  Company's  most recent Form 10-K or 10-Q and any other
Current Report on Form 8-K filed subsequent thereto with the


                                       4
<PAGE>

Securities and Exchange Commission, (2) a more recent public announcement by the
Company or (3) any other  notice by the Company or the  Transfer  Agent  setting
forth the number of shares of Common  Stock  outstanding.  For any reason at any
time,  upon the written or oral request of the Holder,  the Company shall within
one (1) business  day confirm  orally and in writing to the Holder the number of
shares of Common Stock then outstanding.  In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company by the Holder and its affiliates  since
the date as of which  such  number of  outstanding  shares  of Common  Stock was
reported.

                  (g) FORCE  MAJEURE.  The  Company  shall not be liable  for or
incur penalties for delays or  nonperformance in compliance with the issuance or
delivery of the Warrant  Shares upon the exercise of the Warrant,  if such delay
or  nonperformance  was  caused by: (i) act of God,  act of war,  strike,  fire,
natural disaster, terrorism, quarantine or accident or (ii) lack of availability
of materials,  fuel or utilities.  Under such  circumstances,  the provisions of
Section 2(f) above shall (x) not apply to such delay or nonperformance but shall
apply once the event(s) that cause such delay or  nonperformance  terminates and
(y) shall apply to all subsequent exercises of the Warrant that are not affected
by such event(s).

3. TRANSFERABILITY AND EXCHANGE.

                  (a) TRANSFERABILITY. If this Warrant is to be transferred, the
Holder shall  surrender this Warrant to the Company,  whereupon the Company will
forthwith  issue  and  deliver  upon  the  order of the  Holder  a new  Warrant,
registered  as the Holder may  request,  representing  the right to purchase the
number of Warrant  Shares being  transferred by the Holder and, if less then the
total  number  of  Warrant  Shares  then   underlying   this  Warrant  is  being
transferred,  a new Warrant to the Holder representing the right to purchase the
number of Warrant Shares not being transferred.

                  (b) EXCHANGE.  This Warrant is exchangeable upon its surrender
by the  registered  Holder to the Company for new Warrants in form and substance
representing  in the  aggregate  the  right to  purchase  the  number  of shares
purchasable hereunder.

                  (c) LOST,  STOLEN OR  MUTILATED  WARRANT.  Upon receipt by the
  Company of evidence reasonably satisfactory to the Company of the loss, theft,
  destruction or mutilation of this Warrant,  and, in the case of loss, theft or
  destruction,  of any indemnification  undertaking by the Holder to the Company
  in  customary  form  and,  in the  case  of  mutilation,  upon  surrender  and
  cancellation  of this  Warrant,  the Company  shall execute and deliver to the
  Holder a new Warrant  representing  the right to purchase  the Warrant  Shares
  then underlying this Warrant.

                  (d) ISSUANCE OF NEW WARRANTS. Whenever the Company is required
to issue a new Warrant  pursuant to the terms of this Warrant,  such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated
on the face of such new Warrant,  the right to purchase the Warrant  Shares then
underlying  this  Warrant  (or in the  case  of a new  Warrant(s)  being  issued
pursuant to Section 3(a) or Section 3(b), the Warrant  Shares  designated by the
Holder which,  when added to the number of shares of Common Stock underlying the
other new Warrants issued in connection with such issuance,  does not exceed the
number of Warrant  Shares then  underlying  this  Warrant),  (iii) shall have an
issuance  date, as indicated on the face of


                                       5
<PAGE>

such new Warrant,  which is the same as the  issuance  date  hereunder  and (iv)
shall have the same rights and conditions as this Warrant.

                  (e)  SECURITIES  LAWS.  This  Warrant and the  Warrant  Shares
issuable  upon the  exercise  hereof  may not be sold,  transferred,  pledged or
hypothecated  unless the  Company  shall have been  provided  with an opinion of
counsel, or other evidence reasonably  satisfactory to it, that such transfer is
not in violation of the Securities Act, and any applicable state securities laws
or, with respect to the Warrant Shares, a registration  statement has been filed
pursuant to the Securities  Act and has been declared  effective with respect to
such disposition.

4.  ADJUSTMENTS TO EXERCISE  PRICE AND NUMBER OF SHARES SUBJECT TO WARRANt.  The
Exercise  Price and the number of shares of Common  Stock  purchasable  upon the
exercise of this  Warrant are subject to  adjustment  from time to time upon the
occurrence of any of the events specified in this Section 4.

                  (a) DIVIDENDS, ETC. In case the Company shall, with respect to
the  holders of its Common  Stock,  (i) pay a Common  Stock  dividend  or make a
distribution to its stockholders in shares of Common Stock or other  securities,
(ii) split or subdivide  its  outstanding  shares of Common Stock into a greater
number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller  number of shares,  then the Exercise Price in effect at the time of the
record  date  for  such  dividend  or on  the  effective  date  of  such  split,
subdivision or combination, and/or the number and kind of securities issuable on
such date, shall be  proportionately  adjusted so that the Holder of any Warrant
thereafter  exercised shall be entitled to receive the aggregate number and kind
of shares of Common Stock (or such other  securities other than Common Stock, as
the case may be) of the Company,  at the same aggregate Exercise Price, that, if
such Warrant had been exercised immediately prior to such date, the Holder would
have owned upon such  exercise  and been  entitled  to receive by virtue of such
dividend, distribution, split, subdivision or combination. Such adjustment shall
be made successively whenever any event listed above shall occur.

                  (b) MERGER,  ETC.  If at any time after the date hereof  there
shall be a merger or  consolidation of the Company with or into or a transfer of
all or  substantially  all of the assets of the Company to another entity,  then
the Holder shall be entitled to receive upon or after such  transfer,  merger or
consolidation becoming effective, and upon payment of the Exercise Price then in
effect,  the number of shares or other  securities or property of the Company or
of the successor corporation resulting from such merger or consolidation,  which
would have been  received by the Holder for the shares of stock  subject to this
Warrant had this Warrant been exercised  just prior to such transfer,  merger or
consolidation  becoming  effective or to the applicable record date thereof,  as
the case may be.  The  Company  will not merge or  consolidate  with or into any
other  corporation,  or sell or  otherwise  transfer  its  property,  assets and
business  substantially  as an  entirety  to  another  corporation,  unless  the
corporation resulting from such merger or consolidation (if not the Company), or
such  transferee  corporation,  as the case may be,  shall  expressly  assume in
writing  the due and  punctual  performance  and  observance  of each and  every
covenant  and  condition  of this  Warrant to be  performed  and observed by the
Company.

                  (c)  RECLASSIFICATION,  ETC.  If at any  time  after  the date
hereof there shall be a reorganization or  reclassification of the securities as
to which  purchase  rights under this Warrant


                                       6
<PAGE>

exist into the same or a different  number of  securities  of any other class or
classes,  then the Holder shall  thereafter be entitled to receive upon exercise
of this  Warrant,  during the period  specified  herein and upon  payment of the
Exercise  Price then in  effect,  the  number of shares or other  securities  or
property  resulting from such  reorganization or  reclassification,  which would
have been received by the Holder for the shares of stock subject to this Warrant
had this Warrant at such time been exercised.

                  (d) WEIGHTED AVERAGE ADJUSTMENT. If at any time after the date
hereof,  the Company  shall  issue  shares of Common  Stock or rights,  options,
warrants or other  securities  to subscribe  for or purchase  Common  Stock,  or
securities  convertible or  exercisable  into or  exchangeable  for Common Stock
("Common Stock Equivalents")  (excluding shares, rights,  options,  warrants, or
convertible  or  exchangeable  securities,  issued or issuable (i) in any of the
transactions  with  respect  to which an  adjustment  of the  Exercise  Price is
provided pursuant to Sections 4(a)-(c) above, (ii) upon exercise of the Warrants
or any other Common Stock Equivalents  outstanding as of the date hereof,  (iii)
upon conversion of the Series A Preferred  Stock,  par value $0.01 per share, of
the  Company,  (iv)  pursuant to the  exercise of any stock  options or warrants
currently  outstanding  or  options or  warrants  issued  after the date  hereof
pursuant to any Corporation benefit plan, stock option plan, stock bonus plan or
other equity program  approved by the Board,  but only to the extent,  that such
shares of Common Stock issued or issuable  pursuant to such stock option  plans,
stock bonus plans or stock  incentive plans does not exceed ten percent (10%) of
the then outstanding Common Stock on a fully diluted basis, (v) as consideration
in any merger, consolidation,  acquisition of a majority of the voting equity of
any  entity,  acquisition  of  any  discrete  business  unit  of any  entity  or
acquisition  of assets (in each case,  whether  directly  with,  by, or into the
Company or a direct or indirect  subsidiary of the Company) or (vi) with respect
to any  issuance  or  transaction  as to which  holders of a 66-2/3% of the then
outstanding  shares of the Company's  Series A Preferred  Stock, par value $0.01
per share, have provided prior written consent), at a price per share lower than
80% of the Exercise Price per share of Common Stock in effect  immediately prior
to such  issuance,  then the Exercise Price shall be reduced on the date of such
issuance to a price  (calculated to the nearest cent)  determined by multiplying
the Exercise Price in effect  immediately  prior to such issuance by a fraction,
(1) the numerator of which shall be an amount equal to the sum of (A) the number
of  shares  of  Common  Stock on a fully  diluted  basis  (assuming  conversion,
exchange or exercise of all Common Stock Equivalents)  immediately prior to such
issuance plus (B) the quotient obtained by dividing the  consideration  received
by the Company upon such issuance by the Exercise Price, and (2) the denominator
of which shall be the total number of shares of Common Stock on a fully  diluted
basis   (assuming   conversion,   exchange  or  exercise  of  all  Common  Stock
Equivalents)   immediately  after  such  issuance.  For  the  purposes  of  such
adjustments,  the maximum  number of shares which the holders of any such Common
Stock  Equivalents  shall be entitled to subscribe for or purchase or convert or
exchange such securities into shall be deemed to be issued and outstanding as of
the date of such issuance  (whether or not such Common Stock  Equivalent is then
exercisable, convertible or exchangeable), and the consideration received by the
Company therefor shall be deemed to be the consideration received by the Company
for such Common Stock Equivalents,  plus the minimum aggregate  consideration or
premiums  stated in such  Common  Stock  Equivalents,  to be paid for the shares
covered thereby.  No further adjustment of the Exercise Price shall be made as a
result of the actual  issuance  of shares of Common  Stock on  exercise  of such
Common Stock  Equivalents.  On the expiration or the  termination of such Common
Stock Equivalents,  or the termination of such right to convert or


                                       7
<PAGE>

exchange,  the  Exercise  Price shall  forthwith  be  readjusted  (but only with
respect to that portion of the  Warrants  which has not yet been  exercised)  to
such  Exercise  Price as would have obtained had the  adjustments  made upon the
issuance  of such  Common  Stock  Equivalents,  been  made upon the basis of the
delivery of only the number of shares of Common Stock  actually  delivered  upon
the exercise of such Common Stock  Equivalents;  and on any change of the number
of shares of Common Stock deliverable upon the exercise of any such Common Stock
Equivalents,  or any change in the  consideration  to be received by the Company
upon such exercise,  conversion,  or exchange,  including, but not limited to, a
change resulting from the anti-dilution  provisions thereof, the Exercise Price,
as then in effect,  shall forthwith be readjusted (but only with respect to that
portion of the Warrants which has not yet been exercised or converted after such
change) to such  Exercise  Price as would have been  obtained had an  adjustment
been made upon the issuance of such Common Stock Equivalents not exercised prior
to such change,  or securities not converted or exchanged  prior to such change,
on the basis of such  change.  In case the Company  shall issue shares of Common
Stock or any such Common Stock Equivalents,  for a consideration  consisting, in
whole or in part, of property other than cash or its equivalent, then the "price
per share" and the  "consideration  received by the Company" for purposes of the
first  sentence of this Section 4(d) shall be as determined in good faith by the
Board of Directors  of the Company.  Shares of Common Stock owned by or held for
the account of the Company or any majority-owned  subsidiary shall not be deemed
outstanding  for the  purpose  of any  such  computation.  In the  event  of any
adjustment in the Exercise  Price  pursuant to this Section 4(d),  the number of
Warrant   Shares   issuable   hereunder   upon   exercise   shall  be  inversely
proportionately  increased or decreased as the case may be, such that  aggregate
purchase  price for Warrant  Shares upon full  exercise  of this  Warrant  shall
remain the same.

                  (e)  ADJUSTMENTS  LESS THAN ONE PERCENT.  Notwithstanding  any
provision  herein to the contrary,  no adjustment in the Exercise Price shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least one  percent  (1%) in the  Exercise  Price;  provided,  however,  that any
adjustments  which by reason of this  Section  4(e) are not  required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this Section 4 shall be made to the nearest cent or the
nearest one-hundredth of a share, as the case may be.

                  (f) OTHER CAPITAL  STOCK.  In the event that at any time, as a
result of an adjustment  made pursuant to Section 4(a) or (b) above,  the Holder
of this Warrant, when thereafter exercised, shall become entitled to receive any
shares of  capital  stock of the  Company  other  than  shares of Common  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in this Section 4, and the other  provisions of
this Warrant shall apply on like terms to any such other shares.

                   (g) OTHER  PROTECTION.  In case any event  shall  occur as to
which the other provisions of this Section 4 are not strictly applicable but the
failure to make any  adjustment  would not fairly  protect the  purchase  rights
represented  by this  Warrant  in  accordance  with  the  essential  intent  and
principles  hereof,  then,  in each such case,  the  Company  shall  effect such
adjustment,  on a basis  consistent  with the  essential  intent and  principles
established  in  this  Section


                                       8
<PAGE>

4, as may be necessary  to  preserve,  without  dilution,  the  purchase  rights
represented by this Warrant.

         5. REGISTRATION RIGHTS. The Holder shall be entitled to the benefits of
the  Registration  Rights  Agreement  the form of which is  attached  hereto  as
EXHIBIT C.

         6.  RESERVATION  OF SHARES.  The Company agrees at all times to reserve
and hold available out of its authorized but unissued shares of Common Stock the
number of  shares  of  Common  Stock  issuable  upon the full  exercise  of this
Warrant.  The  Company  further  covenants  and agrees that all shares of Common
Stock that are delivered upon the exercise of this Warrant will,  upon delivery,
be fully paid and nonassessable and free from all taxes,  liens and charges with
respect to the purchase thereof hereunder.

         7. NOTICES TO HOLDER.  Upon any  adjustment  of the Exercise  Price (or
number of shares of Common Stock  purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall  promptly  thereafter,  but in no event
later than ten (10) days after the event  causing the  adjustment  has occurred,
cause to be given to the Holder written notice of such  adjustment.  Such notice
shall  include the Exercise  Price  (and/or the number of shares of Common Stock
purchasable upon the exercise of this Warrant) after such adjustment,  and shall
set forth in reasonable detail the Company's method of calculation and the facts
upon which such calculations were based. Where appropriate, such notice shall be
given in advance and included as a part of any notice required to be given under
the other provisions of this Section 7.

         In the event of (a) any  fixing by the  Company  of a record  date with
respect to the holders of any class of securities of the Company for the purpose
of  determining  which  of such  holders  are  entitled  to  dividends  or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive  any  other  right  or to give  effect  to any  split,  (b) any  capital
reorganization of the Company,  or  reclassification  or recapitalization of the
capital stock of the Company or any transfer of all or substantially  all of the
assets or business of the Company to, or  consolidation or merger of the Company
with or into, any other Person, or (c) any voluntary or involuntary  dissolution
or winding up of the Company,  then and in each such event the Company will give
the Holder a written notice  specifying,  as the case may be (i) the record date
for such split,  dividend,  distribution,  or right,  and stating the amount and
character of such split, dividend,  distribution,  or right; or (ii) the date on
which any such  reorganization,  reclassification,  recapitalization,  transfer,
consolidation, merger, conveyance, dissolution, liquidation, or winding up is to
take  place and the  time,  if any is to be fixed,  as of which the  holders  of
record of Common Stock (or such capital stock or securities  receivable upon the
exercise of this Warrant)  shall be entitled to exchange  their shares of Common
Stock  (or such  other  stock  securities)  for  securities  or  other  property
deliverable  upon such event.  Any such  notice  shall be given at least 10 days
prior to the earliest date therein specified.

         8. NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the Holder
to any voting rights,  distribution rights, dividend rights or other rights as a
stockholder of the Company, nor to any other rights whatsoever except the rights
herein set forth.


                                       9
<PAGE>

         9.  ADDITIONAL  COVENANTS  OF THE  COMPANY.  The  Company  shall,  upon
issuance of any shares for which this  Warrant is  exercisable,  at its expense,
promptly obtain and maintain the listing of such shares.

         The Company shall comply with the reporting requirements of Sections 13
and  15(d)  of the  Exchange  Act  for so long as and to the  extent  that  such
requirements apply to the Company.

         The Company shall not, by amendment of its Certificate of Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to avoid  the  observance  or  performance  of any of the  terms of this
Warrant.  Without limiting the generality of the foregoing, the Company (a) will
not  increase  the par value of any  shares of  capital  stock  receivable  upon
exercise of this Warrant above the amount  payable  therefor upon such exercise,
(b) will take all such actions as may be necessary or  appropriate in order that
the Company may validly and legally  issue fully paid and  nonassessable  stock,
and (c) the Company shall not, by amendment of its Certificate of  Incorporation
or Bylaws or  through  a  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issuance,  or sale of securities  or any other  voluntary
action, avoid, circumvent, or seek to avoid the observance or performance of any
of the terms to be observed or performed under this Warrant by the Company,  but
shall at all times in good faith assist in carrying out of all the provisions of
this Warrant and in taking all such action as may be necessary or appropriate to
protect Holder's rights under this Warrant against impairment.

         10.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the benefit of the Company, the Holder and their respective  successors
and permitted assigns.

         11.  NOTICES.  The Company agrees to maintain a ledger of the ownership
of this  Warrant  (the  "Ledger").  Any  notice  hereunder  shall  be  given  by
registered  or certified  mail if to the  Company,  at its  principal  executive
office and, if to the Holder, to its address shown in the Ledger of the Company;
provided,  however,  that the Holder may at any time on three (3) business  days
written  notice to the Company  designate or substitute  one other address where
notice  is to be  given.  Notice  shall be  deemed  given  and  received  when a
certified or registered  letter,  properly  addressed with postage  prepaid,  is
deposited in the U.S. mail.

         12.  SEVERABILITY.  Every  provision  of this Warrant is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Warrant.

         13.  GOVERNING  LAW. This Warrant shall be governed by and construed in
accordance  with the laws of the State of Delaware  without giving effect to the
principles of choice of laws thereof.

         14. ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this  Warrant,  the  prevailing  party shall be entitled to recover
reasonable  attorneys'  fees in addition to its costs and expenses and any other
available remedy.

         15.  DISPUTE   RESOLUTION.   In  the  case  of  a  dispute  as  to  the
determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares,  the Company  shall submit the  disputed  determinations  or  arithmetic
calculations  via  facsimile  within  one (1)  business  day of


                                       10
<PAGE>

receipt of the Exercise Notice giving rise to such dispute,  as the case may be,
to the  Holder.  If the  Holder  and the  Company  are unable to agree upon such
determination  or calculation of the Exercise Price or the Warrant Shares within
two (2) business days of such disputed  determination or arithmetic  calculation
being submitted to the Holder,  then the Company shall,  within two (2) business
days  thereafter  submit via  facsimile  (a) the disputed  determination  of the
Exercise  Price to an  independent,  reputable  investment  bank selected by the
Company  and  approved  by the  Holder  (such  approval  not to be  unreasonably
withheld,  delayed or conditioned) or (b) the disputed arithmetic calculation of
the Warrant Shares to the Company's independent, outside accountant. The Company
shall  cause  the  investment  bank or the  accountant,  as the case may be,  to
perform the determinations or calculations and notify the Company and the Holder
of the  results no later than ten (10)  business  days from the time it receives
the  disputed   determinations  or  calculations.   Such  investment  bank's  or
accountant's determination or calculation,  as the case may be, shall be binding
upon all parties absent  demonstrable error. The fees of such investment bank or
independent  accountant  shall be borne one half by the  Company and one half by
the Holder.

         16. REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The
remedies  provided in this Warrant  shall be  cumulative  and in addition to all
other remedies available under this Warrant and the Subscription  Agreement,  at
law or in  equity  (including  a decree of  specific  performance  and/or  other
injunctive relief), and nothing herein shall limit the right of the Holder right
to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause  irreparable  harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened  breach, the holder of this Warrant shall
be  entitled,  in addition to all other  available  remedies,  to an  injunction
restraining  any breach,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

         17.  AMENDMENT AND WAIVER.  Except as otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Required
Holders;  provided  that no such action may increase the exercise  price of this
Warrant  or  decrease  the  number of shares or class of stock  obtainable  upon
exercise of this  Warrant  without the  written  consent of the Holder.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the Series A Warrants then outstanding.

         18. TRANSFER.  This Warrant may be offered for sale, sold,  transferred
or assigned  without  the consent of the  Company,  except as may  otherwise  be
required by Sections 2.1(c) and (d) of the Subscription Agreement.

         19. ENTIRE  AGREEMENT.  This Warrant  (including the Exhibits  attached
hereto) constitutes the entire understanding  between the Company and the Holder
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,  discussions,  agreements  and  understandings  relating  to  such
subject matter.


                                       11
<PAGE>

         20. CERTAIN  DEFINITIONS.  For purposes of this Warrant,  the following
terms shall have the following meanings:

                  (a) "Bloomberg" means Bloomberg Financial Markets.

                  (b) "Closing Bid Price" and "Closing  Sale Price"  means,  for
         any  security  as of any  date,  the last  closing  bid  price and last
         closing  trade price,  respectively,  for such security on the American
         Stock  Exchange,  as reported by Bloomberg,  or, if the American  Stock
         Exchange  begins to operate  on an  extended  hours  basis and does not
         designate the closing bid price or the closing trade price, as the case
         may be, then the last bid price or last trade price,  respectively,  of
         such  security  prior to 4:00:00  p.m.,  New York Time,  as reported by
         Bloomberg,  or, if the  American  Stock  Exchange is not the  principal
         securities  exchange  or  trading  market for such  security,  the last
         closing bid price or last trade price,  respectively,  of such security
         on the  principal  securities  exchange  or trading  market  where such
         security  is  listed  or traded as  reported  by  Bloomberg,  or if the
         foregoing do not apply, the last closing bid price or last trade price,
         respectively,  of such security in the  over-the-counter  market on the
         electronic  bulletin  board for such security as reported by Bloomberg,
         or, if no  closing  bid price or last  trade  price,  respectively,  is
         reported for such security by Bloomberg, the average of the bid prices,
         or the ask prices, respectively, of any market makers for such security
         as  reported  in the "pink  sheets" by Pink  Sheets LLC  (formerly  the
         National  Quotation  Bureau,  Inc.).  If the  Closing  Bid Price or the
         Closing Sale Price cannot be calculated  for a security on a particular
         date on any of the  foregoing  bases,  the  Closing  Bid  Price  or the
         Closing Sale Price,  as the case may be, of such  security on such date
         shall be the fair market  value as mutually  determined  by the Company
         and the Holder.  If the Company and the Holder are unable to agree upon
         the fair market  value of such  security,  then such  dispute  shall be
         resolved pursuant to Section 15.

                  (c) "Person" means an individual, a limited liability company,
         a  partnership,   a  joint  venture,   a  corporation,   a  trust,   an
         unincorporated  organization,  any other entity and a government or any
         department or agency thereof.

                  (c)   "Registration   Rights  Agreement"  means  that  certain
         registration  rights  agreement  by  and  among  the  Company  and  the
         Investors, as in effect from time to time.

                  (d)  "Required  Holders"  means the  holders  of the  Series A
         Warrants  representing  at least a 66-2/3%  of  shares of Common  Stock
         underlying the Series A Warrants then outstanding.

                  (e)  "Series A  Warrants"  means  this  Warrant  and all other
         warrants issued by the Company  pursuant to those certain  Subscription
         Agreements  dated as of October 6, 2004  between  the  Company  and the
         "Investors" named therein.

                [remainder of the page intentionally left blank.]


                                       12
<PAGE>


         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.

                                        Elite Pharmaceuticals, Inc.



                                        By:
                                           -------------------------------------

                                           Bernard Berk, Chief Executive Officer




Confirmed and Agreed to:

INDIVIDUAL INVESTOR:


----------------------------------
Name:



NON-INDIVIDUAL INVESTOR:


-----------------------------------


By: ________________________________
    Name:
    Title:


                                       13
<PAGE>


                                    EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

                        WARRANT TO PURCHASE COMMON STOCK

                           ELITE PHARMACEUTICALS, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common  Stock  ("WARRANT  SHARES")  of Elite
Pharmaceuticals,  a  Delaware  corporation  (the  "COMPANY"),  evidenced  by the
attached  Warrant to Purchase Common Stock (the  "WARRANT").  Capitalized  terms
used herein and not  otherwise  defined shall have the  respective  meanings set
forth in the Warrant.

     1.  FORM OF EXERCISE PRICE.  The Registered  Holder intends that payment of
         the Exercise Price shall be made as:

            ____________      a "CASH EXERCISE" with respect to ________________
                                Warrant Shares; and/or

            ____________      a "CASHLESS EXERCISE" with respect to ____________
                                Warrant Shares.

     2.  PAYMENT OF EXERCISE PRICE. In the event that the Registered  Holder has
         elected a Cash  Exercise  with  respect  to some or all of the  Warrant
         Shares to be issued pursuant hereto, the holder shall pay the Aggregate
         Exercise  Price in the sum of  $___________________  to the  Company in
         accordance with the terms of the Warrant.

     3.  DELIVERY OF WARRANT SHARES. The Company shall deliver to the Registered
         Holder  __________  Warrant Shares in accordance  with the terms of the
         Warrant.

         The Registered Holder understands that because the Common Stock has not
been registered  under the Securities Act, the Registered  Holder must hold such
Common Stock indefinitely unless the Common Stock is subsequently registered and
qualified  under the  Securities  Act or is exempt  from such  registration  and
qualification.  The Registered Holder shall not make any transfer or disposition
of the Common Stock unless (a) in the opinion of counsel reasonably satisfactory
to the Company such  transfer or  disposition  can be made without  registration
under  the  Securities  Act  by  reason  of  a  specific   exemption  from  such
registration  and such  qualification  or (b) a registration  statement has been
filed  pursuant  to the  Securities  Act and has been  declared  effective  with
respect to such disposition.

Date:________________ __, _________


_______________________________
Name of Registered Holder

By:       _____________________
Title (if applicable):


                                       C-1
<PAGE>



                                 ASSIGNMENT FORM



     (To assign the  foregoing  warrant,  execute this form and supply  required
     information. Do not use this form to exercise the warrant.)



         For Value  Received  the  foregoing  Warrant  and all rights  evidenced
thereby  are hereby  assigned  to  __________________________  whose  address is
___________________________________________, ________________________________

         Dated:  ______________________, __________



         Holder's Signature:_____________________________



         Holder's Address:______________________________

                          ______________________________


                                       C-2