As filed with the Securities and Exchange Commission on August 24, 2004
                             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

<TABLE>
<CAPTION>
                                    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
-------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>            <C>             <C>
Common Stock, par value $.01 per share    1,500,000       $1.26(1)       $1,890,000      $239.46(1)
-------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  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 August 20, 2004.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

The documents containing the information  specified in this Item will be sent or
given  free of charge  to  employees,  directors  or  consultants  who have been
awarded  options  under the Elite  Pharmaceuticals,  Inc. 2004 Stock Option Plan
(the "Plan"),  and are not being filed with,  or included in, this  Registration
Statement on Form S-8 (this  "Registration  Statement"),  in accordance with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The documents containing the information  specified in this Item will be sent or
given  free of charge  to  employees,  directors  or  consultants  who have been
awarded  options  under the Plan and are not being filed with,  or included  in,
this Registration Statement, in accordance with the rules and regulations of the
Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which heretofore have been filed with the Commission by
Elite   Pharmaceuticals,   Inc.,  a  Delaware   corporation  (the  `Company"  or
"Registrant"), are incorporated by reference in this Registration Statement:

(a)    the  Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
       March 31, 2004;

(b)    the  Registrant's  Quarterly  Report on Form 10-Q for the fiscal  quarter
       ended June 30, 2004;

(c)    the  Registrant's  Current  Reports  on Form 8-K filed on July 29,  2004,
       August 5, 2004 and August 9, 2004;

(d)    the description of the Company's  Common Stock,  par value $.01 per share
       (the "Common  Stock"),  which is contained in the Company's  Registration
       Statement  filed under the  Securities  Exchange Act of 1934,  as amended
       (the  "Exchange  Act"),  including any amendment or report filed with the
       Commission for the purpose of updating such description of Common Stock.

All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment,  which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

                                       2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation,  as amended,  provides that
the  personal  liability  of all of  its  directors  of  the  Company  shall  be
eliminated to the fullest extent permitted by the Delaware  General  Corporation
Law (the "DGCL").

         In addition,  the Company's  Certificate of Incorporation,  as amended,
and its Bylaws  provide  that the  Company  shall  indemnify  its  officers  and
directors,  and any  employee  who  serves  as an  officer  or  director  of any
corporation at the Company's request,  to the fullest extent permitted under and
in accordance with the DGCL.  Under the DGCL,  directors and officers as well as
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation as a derivative  action) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

Exhibit

     4     2004 Stock Option Plan.

     5     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
           hereto).

    24     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.

                                       3
<PAGE>

(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.

                                       4
<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 the City of New York, State of New York, on August 23, 2004.


                             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

                                       5
<PAGE>

                                 SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The  undersigned  directors  of Elite  Pharmaceuticals,  Inc.  by their
execution of this signature page 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    August 23, 2004
Bernard Berk

/s/ John Moore
_______________________    Director                              August 23, 2004
John A. Moore

/s/ Harmon Aronson
_______________________    Director                              August 23, 2004
Harmon Aronson

                                       6
[{"type": "S-8", "sequence": "1", "filename": "c33493_s8.txt", "secsgml_size_bytes": 15018}]
{"company-data": {"conformed-name": "ELITE PHARMACEUTICALS INC /DE/", "cik": "0001053369", "assigned-sic": "2834", "irs-number": "223542636", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118524", "film-number": "04994545"}, "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 August 24, 2004
                             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    1,500,000       $1.26(1)       $1,890,000      $239.46(1)
-------------------------------------------------------------------------------------------------------
(1)  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 August 20, 2004.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

The documents containing the information  specified in this Item will be sent or
given  free of charge  to  employees,  directors  or  consultants  who have been
awarded  options  under the Elite  Pharmaceuticals,  Inc. 2004 Stock Option Plan
(the "Plan"),  and are not being filed with,  or included in, this  Registration
Statement on Form S-8 (this  "Registration  Statement"),  in accordance with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The documents containing the information  specified in this Item will be sent or
given  free of charge  to  employees,  directors  or  consultants  who have been
awarded  options  under the Plan and are not being filed with,  or included  in,
this Registration Statement, in accordance with the rules and regulations of the
Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which heretofore have been filed with the Commission by
Elite   Pharmaceuticals,   Inc.,  a  Delaware   corporation  (the  `Company"  or
"Registrant"), are incorporated by reference in this Registration Statement:

(a)    the  Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
       March 31, 2004;

(b)    the  Registrant's  Quarterly  Report on Form 10-Q for the fiscal  quarter
       ended June 30, 2004;

(c)    the  Registrant's  Current  Reports  on Form 8-K filed on July 29,  2004,
       August 5, 2004 and August 9, 2004;

(d)    the description of the Company's  Common Stock,  par value $.01 per share
       (the "Common  Stock"),  which is contained in the Company's  Registration
       Statement  filed under the  Securities  Exchange Act of 1934,  as amended
       (the  "Exchange  Act"),  including any amendment or report filed with the
       Commission for the purpose of updating such description of Common Stock.

All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment,  which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation,  as amended,  provides that
the  personal  liability  of all of  its  directors  of  the  Company  shall  be
eliminated to the fullest extent permitted by the Delaware  General  Corporation
Law (the "DGCL").

         In addition,  the Company's  Certificate of Incorporation,  as amended,
and its Bylaws  provide  that the  Company  shall  indemnify  its  officers  and
directors,  and any  employee  who  serves  as an  officer  or  director  of any
corporation at the Company's request,  to the fullest extent permitted under and
in accordance with the DGCL.  Under the DGCL,  directors and officers as well as
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation as a derivative  action) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

Exhibit

     4     2004 Stock Option Plan.

     5     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
           hereto).

    24     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.

                                       3
(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.

                                       4
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 the City of New York, State of New York, on August 23, 2004.

                             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

                                       5
SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The  undersigned  directors  of Elite  Pharmaceuticals,  Inc.  by their
execution of this signature page 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    August 23, 2004
Bernard Berk

/s/ John Moore
_______________________    Director                              August 23, 2004
John A. Moore

/s/ Harmon Aronson
_______________________    Director                              August 23, 2004
Harmon Aronson

                                       6