SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GOLDWYN MARTIN M

(Last)

(First)

(Middle)

C/O TASHLIK KREUTZER GOLDWYN & CRANDELL

40 CUTTERMILL ROAD

(Street)

GREAT NECK

11021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HI TECH PHARMACAL CO INC [ HITK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2006

4. If Amendment, Date of 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

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	03/15/2006		M		1,500	A	$4.29	1,746⁽¹⁾	D
Common Stock	03/15/2006		S		1,746	D	$27.25	0	D
Common Stock	03/16/2006		M		703	A	$2.39	703	D
Common Stock	03/16/2006		M		820	A	$2	1,523	D
Common Stock	03/16/2006		J⁽²⁾		1,523	D	$0	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽³⁾	$4.29	03/15/2006		M			1,500	10/26/2002⁽⁴⁾	10/26/2011	Common Stock	1,500	$4.29	9,000	D
Stock Option (Right to Buy)⁽³⁾	$2.39	03/16/2006		M			703	10/24/1998⁽⁴⁾	10/24/2007	Common Stock	703	$2.39	1,417	D
Stock Option (Right to Buy)⁽³⁾	$2	03/16/2006		M			820	10/26/2000⁽⁴⁾	10/26/2009	Common Stock	820	$2	1,652⁽⁵⁾	D

Explanation of Responses:

1. The number of shares has been adjusted to reflect Hi-Tech Pharmacal Co.,'s recent 3-for-2 stock split which was distributed on January 11, 2006 to shareholders of record on December 30, 2005.

2. The shares acquired upon exercise of the options on March 16, 2006 were distributed without consideration to members of Mr. Goldwyn's law firm.

3. Stock Option granted under Hi-Tech Pharmacal Co., Inc.'s 1994 Directors Stock Option Plan.

4. The options became exercisable in four equal annual installments beginning on the first anniversary of the grant date.

5. Other than the aggregate 12,069 options reflected on this form as still held by Mr. Goldwyn following the reported transactions, Mr. Goldwyn is also the holder of additional options to acquire 55,125 shares of Hi-Tech common stock (for a total of 67,194 options still held by Mr. Goldwyn) as adjusted for the 3-for-2 stock split noted above, which options were granted on various dates, with various exercise prices, exercise dates, and expiration dates.

Remarks:

	Martin M. Goldwyn	03/17/2006
	** Signature of Reporting Person	Date
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).
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