Edgar Filing: ELITE PHARMACEUTICALS INC /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MEHTA ATUL

2. Issuer Name and Ticker or Trading Symbol
ELITE PHARMACEUTICALS INC /DE/ [ELI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O KATTEN MUCHIN ZAVIS ROSENMAN, 575 MADISON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2004

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/21/2004		S		1,049,500	D	$ 1.25	0	D
Common Stock	10/21/2004		S		100	D	$ 1.25	0	I	Jointly with Spouse
Common Stock	10/21/2004		S		12,600	D	$ 1.25	0	I	Children
Common Stock	10/21/2004		S		200,000	D	$ 1.25	0	I	Mehta Partners,LP
Common Stock	10/21/2004		S		100,000	D	$ 1.25	0	I	Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Rt. to buy)

$ 10

10/21/2004

100,000

12/31/2002

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 10

10/21/2004⁽¹⁾

100,000

12/31/2001

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 10

10/21/2004⁽¹⁾

70,000

04/21/2004

06/13/2005

Common Stock

70,000

$ 0

Stock Option (Rt. to buy)

$ 1

10/21/2004⁽²⁾

100,000

01/01/1996

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 1.5

10/21/2004⁽²⁾

100,000

01/01/1997

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 2

10/21/2004⁽²⁾

100,000

01/01/1998

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 2.5

10/21/2004⁽²⁾

100,000

01/01/1999

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 3

10/21/2004⁽²⁾

100,000

01/01/2000

06/13/2005

Common Stock

100,000

$ 0

Stock Option (Rt. to buy)

$ 2.34

10/21/2004⁽¹⁾

100,000

10/21/2004

12/31/2007

Common Stock

100,000

$ 0

100,000

Stock Option (Rt. to buy)

$ 2.34

10/21/2004⁽¹⁾

70,000

10/21/2004

12/31/2007

Common Stock

70,000

$ 0

70,000

Stock Option (Rt. to buy)

$ 1

10/21/2004⁽²⁾

100,000

10/21/2004

12/31/2007

Common Stock

100,000

$ 0

100,000

Stock Option (Rt. to buy)

$ 1.5

10/21/2004⁽²⁾

100,000

10/21/2004

12/31/2007

Common Stcok

100,000

$ 0

100,000

Stock Option (Rt. to buy)

$ 2

10/21/2004⁽²⁾

100,000

10/21/2004

12/31/2007

Common Stock

100,000

$ 0

100,000

Stock Option (Rt. to buy)

$ 2.5

10/21/2004⁽²⁾

100,000

10/21/2004

12/31/2007

Common Stock

100,000

$ 0

100,000

Stock Option (Rt. to buy)

$ 3

10/21/2004⁽²⁾

100,000

10/21/2004

12/31/2007

Common Stock

100,000

$ 0

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MEHTA ATUL C/O KATTEN MUCHIN ZAVIS ROSENMAN 575 MADISON AVENUE NEW YORK, NY 10022		X

Signatures

Atul M. Mehta		10/25/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The options previously granted were cancelled and new options were granted to extend the expiration date and change the exercise price.
(2)	The options previously granted were cancelled and new options were granted to extend the expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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