SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------

                               PHARMOS CORPORATION
             (Exact name of registrant as specified in its charter)

         Nevada                                               36-3207413
(State or other jurisdiction                               (IRS Employer
of incorporation or organization)                       Identification Number)

                              99 Wood Avenue South
                                    Suite 301
                            Iselin, New Jersey 08830
                    (Address of Principal Executive Offices)

               1997 Incentive and Non-Qualified Stock Option Plan
                              (Full Title of Plan)

                                 Gad Riesenfeld
                              99 Wood Avenue South
                                    Suite 301
                            Iselin, New Jersey 08830
                                 (732) 452-9556
            (Name, address and telephone number of agent for service)

                                 With a copy to:
                             Adam D. Eilenberg, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                               11 East 44th Street
                            New York, New York 10017
                                 (212) 986-9700


<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities to be registered                     Amount to be       Proposed    Proposed       Amount of
                                                         registered         maximum     maximum        registration
                                                                            offering    aggregate      fee
                                                                            price per   offering
                                                                            share       price
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>         <C>            <C>
Shares of Common Stock issuable upon exercise of         362,000            $1.25       $  452,500     $ 126
370,000 Options at $1.25 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         107,500            $1.75       $  188,125     $  52
107,500 Options at $1.75 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         500,000            $2.781      $1,390,500     $ 387
500,000 Options at $2.781 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         530,500            $3.08(1)    $1,633,940(1)  $ 454(1)
512,500 Options
--------------------------------------------------------------------------------------------------------------------
                                                                                        $3,665,065     $1019
===================================================================================================================
</TABLE>

(1)  These amounts are based on the average of the high and low price of Pharmos
     Corporation  Common  Stock on  February  7, 2000 as  reported on the Nasdaq
     Stock  Market  and are used  solely  for the  purpose  of  calculating  the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the Plans as specified by Rule 428(b)
under the Securities Act of 1933, as amended. Such documents are not being filed
with the Securities  and Exchange  Commission,  but  constitute  (along with the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

                                      I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents   heretofore  filed  with  the  SEC  by  Pharmos
Corporation are incorporated in this Registration Statement by reference:

     1.   The  company's  most recent  Annual Report on Form 10-K for the fiscal
          year ended December 31, 1998;

     2.   The company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31,  1999,  June 30,  1999,  and  September  30,  1999,  and the
          Definitive Proxy Statement on Form 14A filed on August 19, 1999;

     3.   The  description  of the  company's  common  stock,  contained  in the
          company's  Registration  Statement on Form 8-A dated January 30, 1984,
          filed pursuant to Section 12 of the Exchange Act.

     In addition,  all documents filed by the company pursuant to Section 13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
Registration  Statement  by  reference  and to be a part hereof from the date of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified  or  superseded,  to  constitute  a part of the  Registration
Statement.

     THE REGISTRANT UNDERTAKES TO PROVIDE,  WITHOUT CHARGE, TO EACH PARTICIPANT,
UPON THE WRITTEN OR ORAL  REQUEST OF SUCH  PERSON,  A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION  REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY  REFERENCE  INTO THIS  REGISTRATION  STATEMENT  (EXCLUDING  EXHIBITS  TO SUCH
DOCUMENTS  UNLESS SUCH EXHIBITS ARE  SPECIFICALLY  INCORPORATED  BY  REFERENCE).
REQUESTS SHOULD BE DIRECTED TO GAD RIESENFELD,  PRESIDENT,  PHARMOS CORPORATION,
99 WOOD AVENUE SOUTH, SUITE 301, ISELIN, NEW JERSEY, TELEPHONE: (732) 452-9556.

                                      II-1

<PAGE>



Item 4. Description of Securities.

     The company's  common stock is registered  under Section 12 of the Exchange
Act.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article 12 of the Company's Articles of Incorporation,  as amended, directs
the  Company  to  provide  in  its  bylaws  for   provisions   relating  to  the
indemnification  of directors and officers to the full extent  permitted by law.
Section  78.751 of the Nevada  Revised  Statutes,  as  amended,  authorizes  the
Company  to  indemnify  any  director  or  officer   under  certain   prescribed
circumstances  and  subject to certain  limitations  against  certain  costs and
expenses,   including  attorneys'  fees  actually  and  reasonably  incurred  in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory provisions.

     The Company may also purchase and maintain insurance for the benefit of any
director  or  officer  which may cover  claims for which the  Company  could not
indemnify such person.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     4.1  Specimen of Common  Stock  Certificate  (incorporated  by reference to
          exhibit 4(a) of the Pharmos  Registration  Statement on Form S-3 dated
          November 25, 1994, Registration No. 33-86720).

     4.2  Restated  Articles of  Incorporation  (incorporated  by  reference  to
          Appendix E to the Joint  Proxy  Statement/Prospectus  included  in the
          Pharmos  Registration  Statement on Form S-4 dated September 28, 1992,
          Registration No. 33-52398).

     4.3  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated  by  reference  to exhibit  3(b) of the  Pharmos  Annual
          Report on Form 10-K for the year ended December 31, 1994).

                                      II-2

<PAGE>


     4.4  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated by reference to exhibit 4(d) of the Pharmos Registration
          Statement  on  Form  S-3  dated  March  5,  1998,   Registration   No.
          333-47359).

     4.4  Amended  and  Restated  By-Laws  dated May 27, 1997  (incorporated  by
          reference to exhibit 4.4 of the Pharmos Registration Statement on Form
          S-8 dated October 21, 1997, Registration No. 333-38373).

     4.5  1997 Incentive and Non-Qualified Stock Option Plan.

     5    Opinion of Ehrenreich Eilenberg & Krause LLP as to the legality of the
          shares of common stock being offered under the Plan.

     23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.

     23.2 Consent  of  Ehrenreich  Eilenberg  & Krause  LLP  (included  in their
          opinion filed as Exhibit 5).

     24   Power of Attorney (included on the signature page of this Registration
          Statement).

Item 9. Undertakings.

     1.   The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective  amendment thereof) which,  individually,  or in
          the aggregate,  represent a fundamental  change in the information set
          forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if the
     information  required to be included in a post-effective  amendment by this
     paragraph is contained in periodic reports filed by the registrant pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                      II-3


<PAGE>


          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that, for the purpose of determining any
liability under the Securities Act of 1933, each such  post-effective  amendment
and each filing of the  Company's  annual  report  pursuant to Section  13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial on a fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the  opinion of the SEC such  indemnification  is against
public  policy as expressed  in the  Securities  Act of 1933 and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defence of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  on the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                      II-4

<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that  it has  reasonable  grounds  to  believe  it  meets  all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Iselin,  State of New Jersey,  on this eighth day of
February, 2000.

                              PHARMOS CORPORATION

                              By:  /s/ HAIM AVIV
                                   --------------------------------------------
                                   Dr. Haim Aviv,  Chairman,  Chief  Scientist,
                                   Chief Executive Officer
                                   (Principal Executive Officer and Director


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
each of Dr.  Haim Aviv and Robert  Cook as his true and lawful  attorney-in-fact
and  agent,  with full  power of  substitution  and  revocation,  to sign on his
behalf,  individually  and in each capacity  stated below,  all  amendments  and
post-effective amendments to this Registration Statement of Form S-8 and to file
the same,  with all  exhibits  thereto  and any other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933,  granting  unto each such  attorney-in-fact  and agent  full  power and
authority to do an perform each and every act and thing  requisite and necessary
to be done,  as fully to all intents and  purposes as such person might or could
do  in   person,   hereby   ratifying   and   confirming   each  act  that  said
attorney-in-fact  and  agent  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on February 8, 2000.


Signature                                       Title
---------                                       -----


/s/ MARVIN P. LOEB                            Director
------------------------------------
Marvin P. Loeb


                                              Director
------------------------------------
E. Andrews Grinstead III


/s/ STEPHEN C. KNIGHT                         Director
------------------------------------
Stephen C. Knight

<PAGE>



/s/ DAVID SCHLACHET                           Director
------------------------------------
David Schlachet


/s/ ANTHONY MARCEL                            Director
------------------------------------
Anthony Marcel


/s/ MONY BEN-DOR                              Director
------------------------------------
Mony Ben-Dor


/s/ ELKAN GAMZU                               Director
------------------------------------
Elkan Gamzu


/s/ ROBERT COOK                               Chief Financial Officer (Principal
------------------------------------           Financial Officer and Principal
Robert Cook                                    Accounting Officer)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17877}]
{"company-data": {"conformed-name": "PHARMOS CORP", "cik": "0000713275", "assigned-sic": "2834", "irs-number": "363207413", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96435", "film-number": "527848"}, "business-address": {"street1": "99 WOOD AVENUE SOUTH", "street2": "SUITE 301", "city": "ISELIN", "state": "NJ", "zip": "08830", "phone": "7324529556"}, "mail-address": {"street1": "99 WOOD AVENUE SOUTH", "street2": "SUITE 301", "city": "ISELIN", "state": "NJ", "zip": "08830"}, "former-company": {"former-conformed-name": "PHARMATEC INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------

                               PHARMOS CORPORATION
             (Exact name of registrant as specified in its charter)

         Nevada                                               36-3207413
(State or other jurisdiction                               (IRS Employer
of incorporation or organization)                       Identification Number)

                              99 Wood Avenue South
                                    Suite 301
                            Iselin, New Jersey 08830
                    (Address of Principal Executive Offices)

               1997 Incentive and Non-Qualified Stock Option Plan
                              (Full Title of Plan)

                                 Gad Riesenfeld
                              99 Wood Avenue South
                                    Suite 301
                            Iselin, New Jersey 08830
                                 (732) 452-9556
            (Name, address and telephone number of agent for service)

                                 With a copy to:
                             Adam D. Eilenberg, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                               11 East 44th Street
                            New York, New York 10017
                                 (212) 986-9700
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Securities to be registered                     Amount to be       Proposed    Proposed       Amount of
                                                         registered         maximum     maximum        registration
                                                                            offering    aggregate      fee
                                                                            price per   offering
                                                                            share       price
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         362,000            $1.25       $  452,500     $ 126
370,000 Options at $1.25 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         107,500            $1.75       $  188,125     $  52
107,500 Options at $1.75 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         500,000            $2.781      $1,390,500     $ 387
500,000 Options at $2.781 per share
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of         530,500            $3.08(1)    $1,633,940(1)  $ 454(1)
512,500 Options
--------------------------------------------------------------------------------------------------------------------
                                                                                        $3,665,065     $1019
===================================================================================================================
(1)  These amounts are based on the average of the high and low price of Pharmos
     Corporation  Common  Stock on  February  7, 2000 as  reported on the Nasdaq
     Stock  Market  and are used  solely  for the  purpose  of  calculating  the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the Plans as specified by Rule 428(b)
under the Securities Act of 1933, as amended. Such documents are not being filed
with the Securities  and Exchange  Commission,  but  constitute  (along with the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus  that meets the  requirements  of Section
10(a) of the Securities Act.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents   heretofore  filed  with  the  SEC  by  Pharmos
Corporation are incorporated in this Registration Statement by reference:

     1.   The  company's  most recent  Annual Report on Form 10-K for the fiscal
          year ended December 31, 1998;

     2.   The company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31,  1999,  June 30,  1999,  and  September  30,  1999,  and the
          Definitive Proxy Statement on Form 14A filed on August 19, 1999;

     3.   The  description  of the  company's  common  stock,  contained  in the
          company's  Registration  Statement on Form 8-A dated January 30, 1984,
          filed pursuant to Section 12 of the Exchange Act.

     In addition,  all documents filed by the company pursuant to Section 13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
Registration  Statement  by  reference  and to be a part hereof from the date of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified  or  superseded,  to  constitute  a part of the  Registration
Statement.

     THE REGISTRANT UNDERTAKES TO PROVIDE,  WITHOUT CHARGE, TO EACH PARTICIPANT,
UPON THE WRITTEN OR ORAL  REQUEST OF SUCH  PERSON,  A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION  REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY  REFERENCE  INTO THIS  REGISTRATION  STATEMENT  (EXCLUDING  EXHIBITS  TO SUCH
DOCUMENTS  UNLESS SUCH EXHIBITS ARE  SPECIFICALLY  INCORPORATED  BY  REFERENCE).
REQUESTS SHOULD BE DIRECTED TO GAD RIESENFELD,  PRESIDENT,  PHARMOS CORPORATION,
99 WOOD AVENUE SOUTH, SUITE 301, ISELIN, NEW JERSEY, TELEPHONE: (732) 452-9556.

                                      II-1
Item 4. Description of Securities.

     The company's  common stock is registered  under Section 12 of the Exchange
Act.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Article 12 of the Company's Articles of Incorporation,  as amended, directs
the  Company  to  provide  in  its  bylaws  for   provisions   relating  to  the
indemnification  of directors and officers to the full extent  permitted by law.
Section  78.751 of the Nevada  Revised  Statutes,  as  amended,  authorizes  the
Company  to  indemnify  any  director  or  officer   under  certain   prescribed
circumstances  and  subject to certain  limitations  against  certain  costs and
expenses,   including  attorneys'  fees  actually  and  reasonably  incurred  in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  to which such person is a party by reason of
being a director or officer of the Company if it is determined  that such person
acted in accordance  with the  applicable  standard of conduct set forth in such
statutory provisions.

     The Company may also purchase and maintain insurance for the benefit of any
director  or  officer  which may cover  claims for which the  Company  could not
indemnify such person.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     4.1  Specimen of Common  Stock  Certificate  (incorporated  by reference to
          exhibit 4(a) of the Pharmos  Registration  Statement on Form S-3 dated
          November 25, 1994, Registration No. 33-86720).

     4.2  Restated  Articles of  Incorporation  (incorporated  by  reference  to
          Appendix E to the Joint  Proxy  Statement/Prospectus  included  in the
          Pharmos  Registration  Statement on Form S-4 dated September 28, 1992,
          Registration No. 33-52398).

     4.3  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated  by  reference  to exhibit  3(b) of the  Pharmos  Annual
          Report on Form 10-K for the year ended December 31, 1994).

                                      II-2
4.4  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated by reference to exhibit 4(d) of the Pharmos Registration
          Statement  on  Form  S-3  dated  March  5,  1998,   Registration   No.
          333-47359).

     4.4  Amended  and  Restated  By-Laws  dated May 27, 1997  (incorporated  by
          reference to exhibit 4.4 of the Pharmos Registration Statement on Form
          S-8 dated October 21, 1997, Registration No. 333-38373).

     4.5  1997 Incentive and Non-Qualified Stock Option Plan.

     5    Opinion of Ehrenreich Eilenberg & Krause LLP as to the legality of the
          shares of common stock being offered under the Plan.

     23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.

     23.2 Consent  of  Ehrenreich  Eilenberg  & Krause  LLP  (included  in their
          opinion filed as Exhibit 5).

     24   Power of Attorney (included on the signature page of this Registration
          Statement).

Item 9. Undertakings.

     1.   The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective  amendment thereof) which,  individually,  or in
          the aggregate,  represent a fundamental  change in the information set
          forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if the
     information  required to be included in a post-effective  amendment by this
     paragraph is contained in periodic reports filed by the registrant pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                      II-3
(c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that, for the purpose of determining any
liability under the Securities Act of 1933, each such  post-effective  amendment
and each filing of the  Company's  annual  report  pursuant to Section  13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial on a fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the  opinion of the SEC such  indemnification  is against
public  policy as expressed  in the  Securities  Act of 1933 and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defence of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  on the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that  it has  reasonable  grounds  to  believe  it  meets  all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Iselin,  State of New Jersey,  on this eighth day of
February, 2000.

                              PHARMOS CORPORATION

                              By:  /s/ HAIM AVIV
                                   --------------------------------------------
                                   Dr. Haim Aviv,  Chairman,  Chief  Scientist,
                                   Chief Executive Officer
                                   (Principal Executive Officer and Director

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
each of Dr.  Haim Aviv and Robert  Cook as his true and lawful  attorney-in-fact
and  agent,  with full  power of  substitution  and  revocation,  to sign on his
behalf,  individually  and in each capacity  stated below,  all  amendments  and
post-effective amendments to this Registration Statement of Form S-8 and to file
the same,  with all  exhibits  thereto  and any other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933,  granting  unto each such  attorney-in-fact  and agent  full  power and
authority to do an perform each and every act and thing  requisite and necessary
to be done,  as fully to all intents and  purposes as such person might or could
do  in   person,   hereby   ratifying   and   confirming   each  act  that  said
attorney-in-fact  and  agent  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on February 8, 2000.

Signature                                       Title
---------                                       -----

/s/ MARVIN P. LOEB                            Director
------------------------------------
Marvin P. Loeb

                                              Director
------------------------------------
E. Andrews Grinstead III

/s/ STEPHEN C. KNIGHT                         Director
------------------------------------
Stephen C. Knight
/s/ DAVID SCHLACHET                           Director
------------------------------------
David Schlachet

/s/ ANTHONY MARCEL                            Director
------------------------------------
Anthony Marcel

/s/ MONY BEN-DOR                              Director
------------------------------------
Mony Ben-Dor

/s/ ELKAN GAMZU                               Director
------------------------------------
Elkan Gamzu

/s/ ROBERT COOK                               Chief Financial Officer (Principal
------------------------------------           Financial Officer and Principal
Robert Cook                                    Accounting Officer)