As filed with the Securities and Exchange Commission on March 1, 2006
                            File No. 333- [________]

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                           ELITE PHARMACEUTICALS, INC.
                       (Name of Registrant in its charter)

         DELAWARE                                           22-3542636
(State or jurisdiction of                                (I.R.S. Employer
incorporation or organization)                           Identification No.)

                                165 LUDLOW AVENUE
                           NORTHVALE, NEW JERSEY 07647
                                 (201) 750-2646
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                             2004 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MR. BERNARD BERK
                           ELITE PHARMACEUTICALS, INC.
                                165 LUDLOW AVENUE
                           NORTHVALE, NEW JERSEY 07647
                                 (201) 750-2646
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                            Scott H. Rosenblatt, Esq.
                         Reitler Brown & Rosenblatt LLC
                          800 Third Avenue, 21st Floor
                            New York, New York 10022
                                 (212) 209-3050
                               (212) 371-5500 Fax

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                         PROPOSED       PROPOSED
                                                         MAXIMUM        MAXIMUM
                                           AMOUNT        OFFERING       AGGREGATE       AMOUNT OF
      TITLE OF SECURITIES                  TO BE         PRICE PER       OFFERING      REGISTRATION
       TO BE REGISTERED                  REGISTERED        SHARE          PRICE            FEE
-------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>             <C>
Common Stock, par value $.01 per share   2,500,000(1)    $2.33(2)       $5,825,000      $623.28(1)
-------------------------------------------------------------------------------------------------------
</TABLE>

(1)       Represents  the  additional  shares  authorized by an amendment to the
          Plan  adopted  by  the  Board  of   Directors   and  approved  by  the
          stockholders of the Registrant on April 15, 2005

(2)       The   proposed   maximum   offering   price   per   share   has   been
          estimated/determined  pursuant  to Rule  457(h),  and is  based on the
          closing  sales price of the  Company's  Common  Stock on the  American
          Stock Exchange on February 28, 2006.



<PAGE>


                           INCORPORATION BY REFERENCE


         The  contents  of  Registration   Statements  on  Form  S-8  (File  No.
333-118524) are incorporated herein by reference thereto.

                                     PART I


ITEM 8. EXHIBITS.

Exhibit

   4.1      Amendment to 2004 Stock Option Plan approved by stockholders on
            April 15, 2005.

   5.1      Opinion of Reitler Brown & Rosenblatt LLC regarding the legality of
            the securities being registered.

   23.1     Consent of Miller Ellin & Company, LLP, independent auditors of
            Registrant.

   23.2     Consent of Reitler Brown & Rosenblatt LLC (included in Exhibit
            5.1 hereto).

   24.1     Power of Attorney (included on signature page).




ITEM 9. UNDERTAKINGS.


(a)      The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                  (i)      to  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration  statement;
                           and

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change to
                           such information in the registration statement.


         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.


(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       2
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Northvale, State of New Jersey, on February 28, 2006.


                         ELITE PHARMACEUTICALS, INC.


                         By:      /s/ Bernard Berk
                               ----------------------------------------------
                               Bernard Berk, President and Chief Executive
                               Officer


                         By:      /s/ Mark I. Gittelman
                               ----------------------------------------------
                               Mark I. Gittelman, Chief Financial Officer and
                               Treasurer


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

SIGNATURES                        TITLE                          DATE
----------                        -----                          ----


/s/ Bernard Berk                  Chief Executive Officer      February 28, 2006
--------------------------        and Chairman of the Board
Bernard Berk



/s/ Mark I. Gittelman             Chief Financial Officer      February 28, 2006
--------------------------        and Treasurer
Mark I. Gittleman


/s/ Edward L. Neugeboren          Director                     February 28, 2006
--------------------------
Edward L. Neugeboren



/s/ Barry Dash                    Director                     February 28, 2006
--------------------------
Barry Dash



/s/ Melvin Van Woert              Director                     February 28, 2006
--------------------------
Melvin Van Woert

                                       3
<PAGE>

                                 SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The  undersigned  directors  of Elite  Pharmaceuticals,  Inc.  by their
execution of this signature page also hereby  constitute and appoint Mr. Bernard
Berk or Mark I. Gittelman  with power to act one without the other,  as our true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for us and in our stead,  in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and all documents  relating  thereto,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
necessary  or advisable  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES                 TITLE                                 DATE
----------                 -----                                 ----



/s/ Bernard Berk           Chairman of the Board and Director  February 28, 2006
-------------------------
Bernard Berk



/s/ Edward L. Neugeboren   Director                            February 28, 2006
-------------------------
Edward L. Neugeboren



/s/ Barry Dash             Director                            February 28, 2006
-------------------------
Barry Dash



/s/ Melvin Van Woert       Director                            February 28, 2006
-------------------------
Melvin Van Woert


                                       4
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{"company-data": {"conformed-name": "ELITE PHARMACEUTICALS INC /DE/", "cik": "0001053369", "assigned-sic": "2834", "irs-number": "223542636", "state-of-incorporation": "DE", "fiscal-year-end": "1006"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132140", "film-number": "06656710"}, "business-address": {"street1": "165 LUDLOW AVENUE", "city": "NORTHVALE", "state": "NJ", "zip": "07647", "phone": "2017502646"}, "mail-address": {"street1": "165 LUDLOW AVENUE", "city": "NORTHVALE", "state": "NJ", "zip": "07647"}}
As filed with the Securities and Exchange Commission on March 1, 2006
                            File No. 333- [________]

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                           ELITE PHARMACEUTICALS, INC.
                       (Name of Registrant in its charter)

         DELAWARE                                           22-3542636
(State or jurisdiction of                                (I.R.S. Employer
incorporation or organization)                           Identification No.)

                                165 LUDLOW AVENUE
                           NORTHVALE, NEW JERSEY 07647
                                 (201) 750-2646
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                             2004 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                MR. BERNARD BERK
                           ELITE PHARMACEUTICALS, INC.
                                165 LUDLOW AVENUE
                           NORTHVALE, NEW JERSEY 07647
                                 (201) 750-2646
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                            Scott H. Rosenblatt, Esq.
                         Reitler Brown & Rosenblatt LLC
                          800 Third Avenue, 21st Floor
                            New York, New York 10022
                                 (212) 209-3050
                               (212) 371-5500 Fax

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                                         PROPOSED       PROPOSED
                                                         MAXIMUM        MAXIMUM
                                           AMOUNT        OFFERING       AGGREGATE       AMOUNT OF
      TITLE OF SECURITIES                  TO BE         PRICE PER       OFFERING      REGISTRATION
       TO BE REGISTERED                  REGISTERED        SHARE          PRICE            FEE
-------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share   2,500,000(1)    $2.33(2)       $5,825,000      $623.28(1)
-------------------------------------------------------------------------------------------------------
(1)       Represents  the  additional  shares  authorized by an amendment to the
          Plan  adopted  by  the  Board  of   Directors   and  approved  by  the
          stockholders of the Registrant on April 15, 2005

(2)       The   proposed   maximum   offering   price   per   share   has   been
          estimated/determined  pursuant  to Rule  457(h),  and is  based on the
          closing  sales price of the  Company's  Common  Stock on the  American
          Stock Exchange on February 28, 2006.
INCORPORATION BY REFERENCE

         The  contents  of  Registration   Statements  on  Form  S-8  (File  No.
333-118524) are incorporated herein by reference thereto.

                                     PART I

ITEM 8. EXHIBITS.

Exhibit

   4.1      Amendment to 2004 Stock Option Plan approved by stockholders on
            April 15, 2005.

   5.1      Opinion of Reitler Brown & Rosenblatt LLC regarding the legality of
            the securities being registered.

   23.1     Consent of Miller Ellin & Company, LLP, independent auditors of
            Registrant.

   23.2     Consent of Reitler Brown & Rosenblatt LLC (included in Exhibit
            5.1 hereto).

   24.1     Power of Attorney (included on signature page).

ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                  (i)      to  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration  statement;
                           and

                  (iii)    to include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       2
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Northvale, State of New Jersey, on February 28, 2006.

                         ELITE PHARMACEUTICALS, INC.

                         By:      /s/ Bernard Berk
                               ----------------------------------------------
                               Bernard Berk, President and Chief Executive
                               Officer

                         By:      /s/ Mark I. Gittelman
                               ----------------------------------------------
                               Mark I. Gittelman, Chief Financial Officer and
                               Treasurer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

SIGNATURES                        TITLE                          DATE
----------                        -----                          ----

/s/ Bernard Berk                  Chief Executive Officer      February 28, 2006
--------------------------        and Chairman of the Board
Bernard Berk

/s/ Mark I. Gittelman             Chief Financial Officer      February 28, 2006
--------------------------        and Treasurer
Mark I. Gittleman

/s/ Edward L. Neugeboren          Director                     February 28, 2006
--------------------------
Edward L. Neugeboren

/s/ Barry Dash                    Director                     February 28, 2006
--------------------------
Barry Dash

/s/ Melvin Van Woert              Director                     February 28, 2006
--------------------------
Melvin Van Woert

                                       3
SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The  undersigned  directors  of Elite  Pharmaceuticals,  Inc.  by their
execution of this signature page also hereby  constitute and appoint Mr. Bernard
Berk or Mark I. Gittelman  with power to act one without the other,  as our true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for us and in our stead,  in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement and all documents  relating  thereto,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
necessary  or advisable  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorney-in-fact  and  agent,  or  his  or her
substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES                 TITLE                                 DATE
----------                 -----                                 ----

/s/ Bernard Berk           Chairman of the Board and Director  February 28, 2006
-------------------------
Bernard Berk

/s/ Edward L. Neugeboren   Director                            February 28, 2006
-------------------------
Edward L. Neugeboren

/s/ Barry Dash             Director                            February 28, 2006
-------------------------
Barry Dash

/s/ Melvin Van Woert       Director                            February 28, 2006
-------------------------
Melvin Van Woert

                                       4