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 *
Trellus Management Company, LLC
  2. Issuer Name and Ticker or Trading Symbol
ELITE PHARMACEUTICALS INC /DE/ [ELTP]
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)
350 MADISON AVENUE - 9TH FL, 
3. Date of Earliest Transaction (Month/Day/Year)
01/08/2010
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Code V Amount (A) or (D) Price
Common Stock 01/08/2010   S   41,100 (1) D $ 0.11 23,478,464 (2) I See footnote (3) (4)
Common Stock 01/11/2010   S   59,900 (5) D $ 0.11 23,418,564 (6) I See footnote (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Trellus Management Company, LLC
350 MADISON AVENUE - 9TH FL
NEW YORK, NY 10017
    X    
TRELLUS PARTNERS II LP
C/O TRELLUS MANAGEMENT COMPANY, LLC
350 MADISON AVENUE
NEW YORK, NY 10017
    X    
Trellus Offshore Fund Ltd
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
    X    
Usdan Adam
C/O TRELLUS MANAGEMENT COMPANY, LLC
350 MADISON AVENUE, 9TH FLOOR
NEW YORK, NY 10017
    X    

Signatures

 /s/ Anthony G. Miller, Chief Financial Officer of Trellus Managment Company, LLC   01/14/2010
**Signature of Reporting Person Date

 /s/ Anthony G. Miller, Chief Financial Officer of Trellus Partners, L.P.   01/14/2010
**Signature of Reporting Person Date

 /s/ Adam Usdan, Director of Trellus Offshore Fund Limited   01/14/2010
**Signature of Reporting Person Date

 /s/ Adam Usdan   01/14/2010
**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) On January 8, 2010, Trellus Partners, L.P., a Delaware limited partnership ("TPLP") sold 27,300 shares of Common Stock and Trellus Offshore Fund Limited, a Cayman Islands limited liability company ("TOF") sold 13,800 shares of Common Stock.
(2) On January 8, 2010, following the reported transaction, TPLP owned 12,491,371 shares of Common Stock and held warrants to acquire 3,291,426 shares of Common Stock and TOF owned 6,116,927 shares of Common Stock and held warrants to acquire 1,377,758 shares of Common Stock. Trellus Management Company, LLC ("Trellus") and Mr. Usdan each beneficially owned the Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an additional 167,103 shares of Common Stock and additional warrants to acquire 33,789 shares of Common Stock.
(3) Trellus is the investment adviser to TPLP and TOF. Adam Usdan is the controlling principal and chief investment officer of Trellus. By reason of their investment discretion, Trellus and Mr. Usdan are reported herein as indirect beneficial owners of the securities held, acquired, and sold by TPLP and TOF (as described in footnotes (1), (2), (5) and (6)).
(4) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(5) On January 11, 2010, TPLP sold 39,800 shares of Common Stock and TOF sold 20,100 shares of Common Stock.
(6) On January 11, 2010, following the reported transaction, TPLP owned 12,451,571 shares of Common Stock and held warrants to acquire 3,291,426 shares of Common Stock and TOF owned 6,096,827 shares of Common Stock and held warrants to acquire 1,377,758 shares of Common Stock. Trellus and Mr. Usdan each beneficially owned the Common Stock and warrants owned by TPLP and TOF and in addition held indirect beneficial ownership of an additional 167,103 shares of Common Stock and additional warrants to acquire 33,879 shares of Common Stock.

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