DELAWARE
                                   ---------
                                THE FIRST STATE

     I, HARRIET SMITH WINDSOR,  SECRETARY OF STATE OF THE STATE OF DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
RETIREMENT OF "ELITE  PHARMACEUTICALS,  INC.", FILED IN THIS OFFICE ON THE TENTH
DAY OF MARCH A.D. 2006, AT 2 O'CLOCK P.M.

     A FILED COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE KENT  COUNTY
RECORDER OF DEEDS.


                                       /s/ Harriet Smith Windsor
 2791326 8100      [LOGO OMITTED]      --------------------------
 060236777                             Harriet Smith Windsor, SECRETARY OF STATE
                                       AUTHENTICATION: 4584334
                                       DATE: 03-10-06



                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 02:00 PM 03/10/2006
                                                     FILED 02:00 PM 03/10/2006
                                                   SRV 060236777 -- 2791326 FILE

                       CERTIFICATE OF RETIREMENT OF STOCK

                                       OF

                          ELITE PHARMACEUTICALS, INC.

          Elite  Pharmaceuticals,   Inc.  (the  "CORPORATION"),   a  corporation
     organized and existing  under the General  Corporation Law of the State of
     Delaware.

     DOES HEREBY CERTIFY:

          FIRST:  That  written  consent  of  the  Board  of  Directors  of  the
     Corporation  held on February  27,  2006,  a  resolution  was duly  adopted
     retiring shares of the capital stock of said corporation,  which was issued
     but not outstanding, to the extent hereinafter set forth, and which retired
     shares had no capital applied to their acquisition.

          SECOND:  The shares of  capital  stock of the  Corporation,  which are
     retired,  are  identified as being 516,558 shares of the Series A Preferred
     Stock with a par value of $0.01 per share.

          THIRD:  That the Certificate of Incorporation  of the Corporation,  as
     amended and supplemented to date, prohibits the reissuance of the shares of
     Series A Preferred Stock when so retired;  and,  pursuant to the provisions
     of Section 243 of the  General  Corporation  Law of the State of  Delaware,
     upon the  effective  date of the  filing  of this  Certificate  as  therein
     provided, the Certificate of Incorporation of said Corporation,  as amended
     and  supplemented to date,  shall be amended so as to effect a reduction in
     the  authorized  number of shares of the  Series A  Preferred  Stock to the
     extent of 516,558  shares,  being the total number of shares retired with a
     par value of $0.01 per share and an aggregate par value of $5,165.58.

          IN  WITNESS  WHEREOF,   the  Certificate  has  been  executed  by  the
     Corporation by its President this 9th day of March, 2006.

                                          ELITE PHARMACEUTICALS, INC.

                                          By: /s/ Bernard Berk
                                          ---------------------
                                          Bernard Berk, President