UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 March 30, 2005
                           ---------------------------
                Date of Report (Date of earliest event reported)

                           ELITE PHARMACEUTICALS, INC.
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)


      Delaware                      333-45241                   22-3542636
    ------------                  -------------               --------------
(State or other jurisdiction       (Commission                 (IRS Employer
   of incorporation)               File Number)              Identification No.)



                 165 Ludlow Avenue, Northvale, New Jersey 07647
         ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (201) 750-2646
                              ---------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



This Amendment No. 1 to the Form 8K amends the Form 8K, dated March 30, 2005 and
filed  with the  Securities  and  Exchange  Commission  on April  5,  2005  (the
"Original Filing") for the purpose of amending Exhibit 10.1. Except as indicated
below and filed  herewith,  the exhibits  listed below were filed as exhibits to
the Original Filing.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

         c) Exhibits

             10.1       Product Development, Manufacturing and Distribution
                        Agreement, dated as of March 30, 2004*

             99.1.      Copy of Press Release, dated April 5, 2005

* The  Registrant  has  requested  confidential  treatment  with  respect to the
referenced  exhibit.  In the event that the Securities  and Exchange  Commission
should  deny such  request in whole or in part,  such  exhibit  or the  relevant
portions thereof shall be filed by amendment to this Current Report on Form 8-K.




                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


         Dated: May 9, 2005

                                                  ELITE PHARMACEUTICALS, INC.


                                                  By: /S/ BERNARD BERK
                                                  ---------------------------
                                                  Name: Bernard Berk
                                                  Title: Chief Executive Officer