As filed with the Securities and Exchange Commission on October 21, 1997

                                                     Registration No. 333-

                       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 Identification
of incorporation or organization)                               Number)

                               2 Innovation Drive
                             Alachua, Florida 32615
                                 (904) 462-1210

                       1. 1991 Incentive Stock Option Plan
              2. 1992 Incentive and Non-Qualified Stock Option Plan
                         3. 1992 Aviv Stock Option Plan
                         4. 1992 Bodor Stock Option Plan
                       5. 1994 Grinstead Stock Option Plan
                         6. 1994 Loeb Stock Option Plan
                       7. 1995 Grinstead Stock Option Plan
                        8. 1995 Knight Stock Option Plan
                         9. 1995 Loeb Stock Option Plan
                      10. 1995 Schlachet Stock Option Plan
                 11. 1997 Employees and Directors Warrants Plan
                        12. Mark Consulting Warrants Plan

 ------------------------------------------------------------------------------
                              (Full Titles of Plan)

                                 Gad Riesenfeld
                               2 Innovation Drive
                             Alachua, Florida 32615
                                 (904) 462-1210
            (Name, address and telephone number of agent for service)

                                 With a copy to:
                             Adam D. Eilenberg, Esq.
                               Eilenberg & Zivian
                          666 Third Avenue, 30th Floor
                            New York, New York 10017
                                 (212) 986-2468



<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
====================================================================================================================================
<CAPTION>
Title of Securities to be registered                            Amount to be      Proposed           Proposed           Amount of
                                                                registered        maximum            maximum            registration
                                                                (1)               offering           aggregate          fee
                                                                                  price per          offering
                                                                                  share              price
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>                <C>                <C>  
Shares of Common Stock issuable upon exercise of                11,476            $2.50              $28,690            $8.69
11,476 Options at $2.50 per share  pursuant to the
1991 Incentive Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                586,499           $2.50              $1,466,148         $444.32
586,499 Options at $2.50 per share pursuant to the
1992 Incentive and Non-Qualified Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                163,501           $2.6875(2)         $43,409(2)         $133.15(2)
163,501 Options pursuant to the 1992 Incentive and
Non-Qualified Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                39,376            $2.50              $98,440            $29.83
39,376 Options at $2.50 per share pursuant to the
1992 Aviv Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock  issuable upon exercise of               38,250            $5.20              $198,900           $60.27
38,250 Options at $5.20 per share pursuant to the
1992 Bodor Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                80,000            $2.50              $200,000           $60.61
80,000 Options at $2.50 per share  pursuant to the
1994  Grinstead  Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                30,000            $2.50              $75,000            $22.73
30,000 Options at $2.50 per share pursuant to the
1994 Loeb Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                20,000            $1.9375            $38,750            $11.74
20,000 Options at $1.9375 per share pursuant to the
1995 Grinstead Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                10,000            $1.9375            $19,375            $5.87
10,000 Options at $1.9375 per share pursuant to the
1995 Knight Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                20,000            $1.9375            $38,750            $11.74
20,000 Options at $1.9375 per share pursuant to the
1995 Loeb Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                10,000            $1.9375            $19,375            $5.87
10,000 Options at $1.9375 per share pursuant to the
1995 Schlachet Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                1,130,000         $1.59              $1,796,700         $544.45
1,130,000 Warrants at $1.59 per share pursuant to the
1997 Employees and Directors Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                75,000            $1.66              $124,500           37.73
75,000 Warrants at $1.66 per share pursuant to the
1997 Employees and Directors Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise for               10,000            $1.39              $13,900            $4.21
10,000 Warrants at $1.39 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>                <C>                <C>  
Shares of Common Stock issuable upon exercise for               15,000            $1.59              $23,850            $7.23
15,000 Warrants at $1.59 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise for               15,000            $1.22              $18,300            $5.55
15,000 Warrants at $1.22 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     $4,600,087         $1393.99
====================================================================================================================================
</TABLE>

(1)  Pursuant  to Rule 416  under the  Securities  Act of 1933,  any  additional
     shares of Common Stock issued as a result of the  anti-dilution  provisions
     of the Options  and  Warrants  pursuant  to which the Common  Stock will be
     issued are deemed to be registered herewith.

(2)  These  amounts  are  based on the  average  of the bid and  asked  price of
     Pharmos  Corporation  Common  Stock on October  14, 1997 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)(1) under the Securities Act of 1933, as amended (the  "Securities  Act").
Such documents are not being filed with the  Securities and Exchange  Commission
(the  "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 (the "Company") 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,  1996,  filed  pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the "Exchange Act").

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since December 31, 1996,  specifically,  the
          Company's  Quarterly  Reports on Form 10-Q  filed on May 14,  1997 and
          August 14, 1997 and the Company's  Current Report on Form 8-K filed on
          September 16, 1997.

     3.   The  description of the Company's  common stock (the "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, 2
INNOVATION DRIVE, ALACHUA, FLORIDA 32615, TELEPHONE: (904) 462-1210.


                                      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
          Form S-3 Registration Statement of the Company dated November 25, 1994
          [No. 33- 86720]).

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

     4.3  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated by reference to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994 [No. 0-11550])

     4.4  Amended and Restated By-Laws dated May 27, 1997.

     5    Opinion  of  Eilenberg  & Zivian as to the  legality  of the shares of
          common stock being offered under the Plans.

                                      II-2

<PAGE>

     23.1 Consent of Price Waterhouse LLP, independent accountants.

     23.2 Consent of Eilenberg & Zivian  (contained  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.

          (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.

                                      II-3

<PAGE>

     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  Alachua,  State  of  Florida,  on this  21st day of
October, 1997.

                                       PHARMOS CORPORATION

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


                                      II-5

<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Dr. Haim Aviv and and his true and lawful  attorneys-in-fact  and  agents,  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 in an
about the premised, 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 October 21, 1997.


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


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


/s/ E. ANDREWS GRINSTEAD III           Director
-----------------------------
E. Andrews Grinstead III


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


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


/s/ FREDRIC D. PRICE                   Director
-----------------------------
Fredric D. Price


/s/ MONY BEN-DOR                       Director
-----------------------------
Mony Ben-Dor
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23445}]
{"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": "333-38373", "film-number": "97698761"}, "business-address": {"street1": "TWO INNOVATION DR", "city": "ALACHUA", "state": "FL", "zip": "32615", "phone": "9044621210"}, "mail-address": {"street2": "TWO INNOVATION DR", "city": "ALACHUA", "state": "FL", "zip": "32616"}, "former-company": {"former-conformed-name": "PHARMATEC INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 21, 1997

                                                     Registration No. 333-

                       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 Identification
of incorporation or organization)                               Number)

                               2 Innovation Drive
                             Alachua, Florida 32615
                                 (904) 462-1210

                       1. 1991 Incentive Stock Option Plan
              2. 1992 Incentive and Non-Qualified Stock Option Plan
                         3. 1992 Aviv Stock Option Plan
                         4. 1992 Bodor Stock Option Plan
                       5. 1994 Grinstead Stock Option Plan
                         6. 1994 Loeb Stock Option Plan
                       7. 1995 Grinstead Stock Option Plan
                        8. 1995 Knight Stock Option Plan
                         9. 1995 Loeb Stock Option Plan
                      10. 1995 Schlachet Stock Option Plan
                 11. 1997 Employees and Directors Warrants Plan
                        12. Mark Consulting Warrants Plan

 ------------------------------------------------------------------------------
                              (Full Titles of Plan)

                                 Gad Riesenfeld
                               2 Innovation Drive
                             Alachua, Florida 32615
                                 (904) 462-1210
            (Name, address and telephone number of agent for service)

                                 With a copy to:
                             Adam D. Eilenberg, Esq.
                               Eilenberg & Zivian
                          666 Third Avenue, 30th Floor
                            New York, New York 10017
                                 (212) 986-2468
CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Title of Securities to be registered                            Amount to be      Proposed           Proposed           Amount of
                                                                registered        maximum            maximum            registration
                                                                (1)               offering           aggregate          fee
                                                                                  price per          offering
                                                                                  share              price
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                11,476            $2.50              $28,690            $8.69
11,476 Options at $2.50 per share  pursuant to the
1991 Incentive Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                586,499           $2.50              $1,466,148         $444.32
586,499 Options at $2.50 per share pursuant to the
1992 Incentive and Non-Qualified Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                163,501           $2.6875(2)         $43,409(2)         $133.15(2)
163,501 Options pursuant to the 1992 Incentive and
Non-Qualified Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                39,376            $2.50              $98,440            $29.83
39,376 Options at $2.50 per share pursuant to the
1992 Aviv Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock  issuable upon exercise of               38,250            $5.20              $198,900           $60.27
38,250 Options at $5.20 per share pursuant to the
1992 Bodor Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                80,000            $2.50              $200,000           $60.61
80,000 Options at $2.50 per share  pursuant to the
1994  Grinstead  Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                30,000            $2.50              $75,000            $22.73
30,000 Options at $2.50 per share pursuant to the
1994 Loeb Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                20,000            $1.9375            $38,750            $11.74
20,000 Options at $1.9375 per share pursuant to the
1995 Grinstead Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                10,000            $1.9375            $19,375            $5.87
10,000 Options at $1.9375 per share pursuant to the
1995 Knight Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                20,000            $1.9375            $38,750            $11.74
20,000 Options at $1.9375 per share pursuant to the
1995 Loeb Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                10,000            $1.9375            $19,375            $5.87
10,000 Options at $1.9375 per share pursuant to the
1995 Schlachet Stock Option Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                1,130,000         $1.59              $1,796,700         $544.45
1,130,000 Warrants at $1.59 per share pursuant to the
1997 Employees and Directors Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise of                75,000            $1.66              $124,500           37.73
75,000 Warrants at $1.66 per share pursuant to the
1997 Employees and Directors Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise for               10,000            $1.39              $13,900            $4.21
10,000 Warrants at $1.39 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise for               15,000            $1.59              $23,850            $7.23
15,000 Warrants at $1.59 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock issuable upon exercise for               15,000            $1.22              $18,300            $5.55
15,000 Warrants at $1.22 per share pursuant to the
Mark Consulting Warrants Plan
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     $4,600,087         $1393.99
====================================================================================================================================
(1)  Pursuant  to Rule 416  under the  Securities  Act of 1933,  any  additional
     shares of Common Stock issued as a result of the  anti-dilution  provisions
     of the Options  and  Warrants  pursuant  to which the Common  Stock will be
     issued are deemed to be registered herewith.

(2)  These  amounts  are  based on the  average  of the bid and  asked  price of
     Pharmos  Corporation  Common  Stock on October  14, 1997 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)(1) under the Securities Act of 1933, as amended (the  "Securities  Act").
Such documents are not being filed with the  Securities and Exchange  Commission
(the  "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 (the "Company") 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,  1996,  filed  pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the "Exchange Act").

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d) of the Exchange Act since December 31, 1996,  specifically,  the
          Company's  Quarterly  Reports on Form 10-Q  filed on May 14,  1997 and
          August 14, 1997 and the Company's  Current Report on Form 8-K filed on
          September 16, 1997.

     3.   The  description of the Company's  common stock (the "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, 2
INNOVATION DRIVE, ALACHUA, FLORIDA 32615, TELEPHONE: (904) 462-1210.

                                      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
          Form S-3 Registration Statement of the Company dated November 25, 1994
          [No. 33- 86720]).

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

     4.3  Certificate  of  Amendment  of  Restated   Articles  of  Incorporation
          (incorporated by reference to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994 [No. 0-11550])

     4.4  Amended and Restated By-Laws dated May 27, 1997.

     5    Opinion  of  Eilenberg  & Zivian as to the  legality  of the shares of
          common stock being offered under the Plans.

                                      II-2
23.1 Consent of Price Waterhouse LLP, independent accountants.

     23.2 Consent of Eilenberg & Zivian  (contained  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.

          (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.

                                      II-3
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  Alachua,  State  of  Florida,  on this  21st day of
October, 1997.

                                       PHARMOS CORPORATION

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

                                      II-5
POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Dr. Haim Aviv and and his true and lawful  attorneys-in-fact  and  agents,  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 in an
about the premised, 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 October 21, 1997.

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

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

/s/ E. ANDREWS GRINSTEAD III           Director
-----------------------------
E. Andrews Grinstead III

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

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

/s/ FREDRIC D. PRICE                   Director
-----------------------------
Fredric D. Price

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