Sec Form 4/A Filing - ARONSON HARMON @ ELITE PHARMACEUTICALS INC /DE/ - 2004-06-22

FORM 4/A 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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ARONSON HARMON 2. Issuer Name and Ticker or Trading Symbol ELITE PHARMACEUTICALS INC /DE/ [ ELI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 26 MONTERAY DR 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2004 (Street) WAYNE, NJ07470 4. If Amendment, Date Original Filed (MM/DD/YY) 09/01/1999 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 2.34 06/22/2004 A 30,000 06/22/2004 ( 1 ) Common Stock 30,000 ( 6 ) 120,000 D Options $ 2.21 ( 2 ) 01/31/2003 A 30,000 ( 3 ) ( 2 ) Common Stock 30,000 ( 6 ) 120,000 D Options $ 2.21 ( 4 ) 07/01/1999 A 30,000 09/01/2002 09/01/2009 Common Stock 30,000 ( 6 ) 120,000 D Options $ 2.21 ( 5 ) 01/02/2001 A 30,000 01/02/2003 01/01/2011 Common Stock 30,000 ( 6 ) 120,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARONSON HARMON 26 MONTERAY DR WAYNE, NJ07470 X Signatures /s/ Harmon Aronson 06/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options expire on the earlier of (i) June 22, 2014 and (ii) the date that is two years after theReporting Person ceases to be a director of or a consultant or advisor to the Issuer. ( 2 )On June 22, 2004 the stockholders of the Issuer ratified the prior reduction of the exerciseprice of the options from $6.50 to $2.21 per share and the amendment of the expiration date to be asfollows: options expire on the earlier of (i) January 31, 2013 and (ii) the date that is two yearsafter the Reporting Person ceases to be a director of or a consultant or advisor to the Issuer. ( 3 )Options vest as follows: (i) 10,000 shares on December 1, 2003, (ii) 10,000 shares on December1, 2004 and (iii) 10,000 shares on December 1, 2005. ( 4 )On June 22, 2004 the stockholders of the Issuer ratified the prior reduction of the exerciseprice of the options from $6.00 to $2.21 per share. ( 5 )On June 22, 2004 the stockholders of the Issuer ratified the prior reduction of the exerciseprice of the options from $6.50 to $2.21 per share. ( 6 )Granted by the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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