SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                       For the quarter ended June 30, 2000

                         Commission file number 0-11550


                               Pharmos Corporation
             (Exact name of registrant as specified in its charter)

           Nevada                                               36-3207413
(State or other jurisdiction of                           (IRS Employer Id. No.)
incorporation or organization)

                         99 Wood Avenue South, Suite 301
                                Iselin, NJ 08830
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (732) 452-9556



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_  No ___.


As of July 31, 2000,  the Registrant had  outstanding  52,699,947  shares of its
$.03 par value Common Stock.


<PAGE>


Part I. Financial Information
Item 1  Financial Statements


Pharmos Corporation
(Unaudited)
Consolidated Balance Sheets
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               June 30,         December 31,
                                                                2000                1999
                                                            -------------      -------------
<S>                                                         <C>                <C>
Assets
  Cash and cash equivalents                                 $  18,210,378      $   2,918,554
  Inventories                                                   1,429,393          1,837,751
  Receivables                                                     958,663            961,769
  Prepaid royalties                                               297,970            284,193
  Prepaid expenses and other current assets                       381,204            222,391
                                                            -------------      -------------
    Total current assets                                       21,277,608          6,224,658

  Fixed assets, net                                             1,378,920          1,183,859
  Prepaid royalties, net of current portion                        40,018            166,477
  Intangible assets, net                                          174,952            198,214
  Other assets                                                     18,087             18,086
                                                            -------------      -------------

    Total assets                                            $  22,889,585      $   7,791,294
                                                            -------------      -------------


Liabilities and Shareholders' Equity
  Note payable                                              $         --       $     338,128
  Accounts payable                                                427,384            680,054
  Accrued expenses                                                526,605            711,189
  Accrued wages and other compensation                            717,408            549,542
  Advances against future sales                                 2,113,000          2,010,000
                                                            -------------      -------------
    Total current liabilities                                   3,784,397          4,288,913

  Advances against future sales, net of current portion           283,973          1,177,565
  Other liabilities                                               100,000            100,000
                                                            -------------      -------------
    Total liabilities                                           4,168,370          5,566,478
                                                            -------------      -------------
  Shareholders' equity
  Common stock, $.03 par value;  80,000,000 shares
     authorized,  52,683,303 and 45,424,401  shares
     issued and  outstanding  (excluding  $551 in 2000
     and 1999, held in Treasury) in 2000 and 1999,
     respectively                                               1,580,135          1,362,181
    Paid in capital                                           102,396,263         83,372,742
    Accumulated deficit                                       (85,255,183)       (82,510,107)
                                                            -------------      -------------
    Total shareholders' equity                                 18,721,215          2,224,816
                                                            -------------      -------------

  Commitments and contingencies

    Total liabilities and shareholders' equity              $  22,889,585      $   7,791,294
                                                            -------------      -------------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       2

<PAGE>


Pharmos Corporation
(Unaudited)
Consolidated Statements of Operations
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Three Months Ended June 30,
                                                                2000               1999
                                                            ------------      ------------
<S>                                                         <C>               <C>
Revenues
  Product sales                                             $  1,414,837      $    858,834

Cost of Goods Sold                                               477,162           209,537
                                                            ------------      ------------

Gross Margin                                                     937,675           649,297
                                                            ------------      ------------

Expenses
  Research and development, net                                  898,331           818,658
  Selling, general and administrative                          1,014,783           694,367
  Patents                                                         49,937            55,488
  Depreciation and amortization                                  112,158            86,776
                                                            ------------      ------------

    Total operating expenses                                   2,075,209         1,655,289
                                                            ------------      ------------

Loss from operations                                          (1,137,534)       (1,005,992)

Other income
  Interest income                                                277,509            29,445
  Other income (expense), net                                     12,924            (6,509)
  Interest expense                                                (2,831)          (10,543)
                                                            ------------      ------------
  Other income, net                                              287,602            12,393
                                                            ------------      ------------

Net loss                                                        (849,932)         (993,599)

  Less: Preferred stock dividends                                   --              (5,178)
                                                            ------------      ------------

Net loss applicable to common shareholders                  ($   849,932)     ($   998,777)
                                                            ============      ============

Net loss per share applicable
  to common stockholders - basic and diluted                       ($.02)            ($.02)
                                                            ============      ============


Weighted average shares outstanding - basic and diluted       52,507,373        42,367,356
                                                            ============      ============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       3

<PAGE>


Pharmos Corporation
(Unaudited)
Consolidated Statements of Operations
--------------------------------------------------------------------------------

                                                    Six Months Ended June 30,
                                                     2000               1999
                                                 ------------      -------------
Revenues
  Product sales                                  $  2,078,417      $  1,191,211

Cost of Goods Sold                                    757,691           298,795
                                                 ------------      ------------

Gross Margin                                        1,320,726           892,416
                                                 ------------      ------------

Expenses
  Research and development, net                     2,335,306         1,752,332
  Selling, general and administrative               1,873,852         1,245,303
  Patents                                              81,897            91,393
  Depreciation and amortization                       209,218           168,111
                                                 ------------      ------------

    Total operating expenses                        4,500,273         3,257,139
                                                 ------------      ------------

Loss from operations                               (3,179,547)       (2,364,723)

Other income
  Interest income                                     424,440            63,145
  Other income (expense), net                           6,822           (22,686)
  Interest expense                                      3,209           (11,912)
                                                 ------------      ------------
  Other income, net                                   434,471            28,547
                                                 ------------      ------------

Net loss                                           (2,745,076)       (2,336,176)

  Less : Preferred stock dividends                       --             (22,007)
                                                 ------------      ------------

Net loss applicable to common shareholders       ($ 2,745,076)     ($ 2,358,183)
                                                 ============      ============

Net loss per share applicable
  to common stockholders - basic and diluted            ($.05)            ($.06)
                                                 ============      ============


Weighted average shares outstanding - basic
  and diluted                                      50,754,764        41,281,450
                                                 ============      ============


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                        4

<PAGE>



Pharmos Corporation
(Unaudited)
Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            Six Months Ended June 30,
                                                             2000              1999
                                                         ------------      ------------
<S>                                                      <C>               <C>
Cash flows from operating activities
  Net loss                                               $ (2,745,076)     $ (2,336,176)
   Adjustments to reconcile net loss to net
    cash flow used in operating activities
       Depreciation and amortization                          209,218           168,111
  Changes in operating assets and liabilities
       Inventory                                              408,358          (447,471)
       Receivables                                              3,106            36,271
       Prepaid expenses and other current assets             (158,813)            5,164
       Advanced royalties                                     112,682            60,171
       Other assets                                                (1)          (16,309)
       Accounts payable                                      (252,670)         (594,494)
       Accrued expenses                                      (184,584)          (48,483)
       Accrued wages                                          167,866            63,373
                                                         ------------      ------------
       Total adjustments                                      305,162          (773,667)
                                                         ------------      ------------
  Net cash flows used in operating activities              (2,439,914)       (3,109,843)
Cash flows from investing activities
     Purchases of fixed assets, net                          (381,017)         (173,099)
                                                         ------------      ------------
  Net cash flows used in investing activities                (381,017)         (173,099)
                                                         ------------      ------------
Cash flows from financing activities
     Advances against future sales                           (790,592)         (447,795)
     Proceeds from issuance of common stock
         and exercise of warrants, net                     17,095,571              --
     Proceeds from exercise of equity credit line           2,145,905         2,897,517
     Increase (decrease) in notes payable                    (338,128)          537,134
                                                         ------------      ------------
Net cash provided by financing activities                  18,112,756         2,986,856
Net increase (decrease) in cash and cash equivalents       15,291,825          (296,086)
Cash and cash equivalents at beginning of year              2,918,554         3,452,915
                                                         ------------      ------------
Cash and cash equivalents at end of period               $ 18,210,379      $  3,156,829
                                                         ============      ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                        5

<PAGE>


Pharmos Corporation
Notes to Condensed Consolidated Financial Statements



Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial information pursuant to the instructions to Form 10-Q
     and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments,  consisting  of  normal  recurring  accrual  adjustments,
     considered necessary for a fair presentation have been included.  Operating
     results for the three-month and six-month  periods ended June 30, 2000, are
     not necessarily indicative of the results that may be expected for the year
     ended December 31, 2000.


1.   The Company

     Pharmos  Corporation (the "Company") is a  bio-pharmaceutical  company that
     develops and  commercializes  products for the ophthalmic,  central nervous
     system,  neurological and other key healthcare  markets.  The Company has a
     diverse  product  pipeline  that includes  marketed  products with superior
     therapeutic indices, and drug candidates with enhanced molecular structures
     that display  improved  safety and/or efficacy  properties  compared to the
     parent  molecules  or to  competing  products.  The Company  has  executive
     offices in Iselin,  New Jersey and also  conducts  operations  through  its
     wholly owned subsidiary, Pharmos, Ltd., in Rehovot, Israel.

     In March 1998,  the Company  received  approval for three separate New Drug
     Applications  ("NDA") from the U.S. Food and Drug  Administration  ("FDA").
     These approvals were for Lotemax(R) and Alrex(R). Lotemax has been approved
     for the treatment of several  ocular  inflammatory  indications,  including
     uveitis, and for post-operative  inflammation.  Alrex has been approved for
     the treatment of seasonal allergic conjunctivitis.

2.   Liquidity and Business Risks

     While the Company has  generated  revenue  through the sale of its approved
     products  in the  market,  it  has  incurred  operating  losses  since  its
     inception.  At June 30,  2000,  the Company has an  accumulated  deficit of
     $85,255,183.  Such losses have resulted  principally from costs incurred in
     research and development and from general and administrative  expenses. The
     Company  has  funded  its  operations  through  the  use of  cash  obtained
     principally from third party financing.  Management  believes that cash and
     cash  equivalents  of $18.2  million  as of June 30,  2000,  combined  with
     anticipated  cash inflows from  revenues  derived from sales of Lotemax and
     Alrex, can support the Company's continuing operations.

     In order to finance the  development of its drug  pipeline,  the Company is
     continuing to actively pursue various funding options,  including strategic
     corporate  alliances,  equity  offerings,  business  combinations,  and the
     establishment  of research and  development  partnerships.  There can be no
     assurance  that the Company will be successful in  commercializing  its new
     product candidates.

3.   Significant Accounting Policies

Revenue recognition

     Sales  revenue is recognized  upon shipment of products to customers,  less
     allowances for estimated returns and discounts.  License fees and royalties
     are recognized  when earned in accordance  with the underlying  agreements.
     Revenue for contracted  research and development  services is recognized as
     performed. Revenue from these contracts is recognized as costs are incurred
     (as defined in the  contract),  generally  direct labor and  supplies  plus
     agreed overhead rates. Any advance payments on contracts are deferred until
     the related services are performed.

     The Company's revenues are principally derived from one customer.

                                       6

<PAGE>

Pharmos Corporation
Notes to Condensed Consolidated Financial Statements

Inventories

     Inventories  primarily consist of raw loteprednol  etabonate,  the compound
     used in the  Company's  products,  Lotemax and Alrex,  and is stated at the
     lower of cost or market with cost determined on a weighted average basis.

Reclassifications

     Certain  amounts for 1999 have been  reclassified  to conform to the fiscal
     2000  presentation.  Such  reclassifications  did not have an impact on the
     Company's financial position or results of operations.

4.   Collaborative Agreements

     In  June  1995,  the  Company  entered  into  a  marketing  agreement  (the
     "Marketing Agreement") with Bausch & Lomb Pharmaceuticals,  Inc. ("Bausch &
     Lomb") to market  Lotemax and Alrex,  on an  exclusive  basis in the United
     States  following  receipt of FDA approval.  The Marketing  Agreement  also
     covers the Company's third loteprednol etabonate based product, LE-T. Under
     the Marketing Agreement,  Bausch & Lomb purchases the active drug substance
     (loteprednol  etabonate)  from the Company.  A second  agreement,  covering
     Europe,  Canada and other selected  countries,  was signed in December 1996
     ("the New Territories Agreement").

     Through  June 30,  2000,  Bausch and Lomb has  provided the Company with $5
     million in cash advances against future sales, of which  approximately $2.4
     million was  outstanding  at June 30, 2000. An additional $1 million is due
     from Bausch & Lomb upon the receipt of regulatory  approval for LE-T in the
     United  States.  Bausch  & Lomb is  entitled  to  recoup  the  advances  by
     withholding  certain amounts against  payments for future  purchases of the
     active drug substance,  based on the advances made,  until all the advances
     have been repaid. The Company may be obligated to repay such advances if it
     is unable to supply Bausch & Lomb with certain specified  quantities of the
     active drug substance.  The portion of advances  expected to be recouped by
     Bausch and Lomb during the following  twelve months,  based on management's
     estimate of product sales to Bausch & Lomb, has been presented as a current
     liability in the  accompanying  balance sheet at June 30, 2000 and December
     31, 1999.

     Bausch & Lomb also  collaborates  in the  development of products by making
     available  amounts up to 50% of the Phase III  clinical  trial  costs.  The
     Company has retained certain conditional  co-marketing rights to all of the
     products  covered  by the  Marketing  Agreement  and  the  New  Territories
     Agreement.

5.   Common and Preferred Stock Transactions

     During the second  quarter of 2000, the Company issued 55,750 shares of its
     common stock upon the exercise of stock options and warrants,  and received
     consideration of $334,061.

     During the first quarter of 2000,  the Company issued  4,500,000  shares of
     its  common  stock  in  various   private   equity   sales,   and  received
     consideration, net of offering costs and expenses, of $12,648,383.

     During the first quarter of 2000,  the Company issued  2,184,728  shares of
     its common  stock upon the  exercise  of stock  options and  warrants,  and
     received consideration of $4,035,855.

     The Company  entered into a Private  Equity Line of Credit  Agreement  (the
     "Credit Agreement") as of December 10, 1998, and as amended on December 18,
     1998, with Dominion  Capital Fund, Ltd.,  which  subsequently  assigned its
     rights to Centennial Parkway LLC (the "Investor"). Pursuant to the terms of
     the Credit Agreement, the Company may, from time to time during a specified
     term,  cause the Investor to purchase up to an aggregate of  $10,000,000 of
     the Company's  common stock, par value $.03 per share (the "Common Stock").
     The price per share of  Common  Stock to be paid by the  Investor  is to be
     determined  at the time of each purchase  according to a specified  formula
     which is based upon the average  closing  bid price of the Common  Stock on
     the  principal  trading  exchange  or  market  for the  Common  Stock  (the
     "Principal Market") over a prescribed,  five-day period. With each purchase
     of Common Stock, the Investor is also to receive warrants exercisable for a
     number of shares of Common  Stock  equal to ten  percent  of the  number of

                                       7

<PAGE>

Pharmos Corporation
Notes to Condensed Consolidated Financial Statements

     shares of Common Stock  purchased  at an exercise  price per share equal to
     125% of the closing bid price of the Common Stock on the  Principal  Market
     on a specified date.

     During the second quarter of 2000, under terms of the Credit Agreement, the
     Company  issued 150,000 shares of its Common Stock and warrants to purchase
     12,574  shares of its Common  Stock to the Investor  for  consideration  of
     $553,655,  net of fees.  The warrants  have an exercise  price of $5.00 per
     share and expire in the second quarter of 2003.

     During the first quarter of 2000, under terms of the Credit Agreement,  the
     Company  issued 368,424 shares of its Common Stock and warrants to purchase
     38,588  shares of its Common  Stock to the Investor  for  consideration  of
     $1,592,250,  net of fees.  The warrants have exercise  prices  ranging from
     $2.19 to $16.80 per share and expire in the first quarter of 2003.

     During the second quarter of 2000, the Company issued  warrants to purchase
     16,000  shares of its common stock as  compensation  to a  consultant.  The
     warrants were immediately exercisable,  have an exercise price of $1.19 per
     share and expire by June 2005.

     During the first quarter of 2000, the Company  issued  warrants to purchase
     8,000  shares of its common  stock as  compensation  to a  consultant.  The
     warrants were immediately exercisable,  have an exercise price of $1.19 per
     share and expire by February 2005.

6.   Segment and Geographic Information

     The  Company  is active in one  business  segment:  designing,  developing,
     selling  and  marketing  pharmaceutical  products.  The  Company  maintains
     development  operations  in the United  States and  Israel.  The  Company's
     selling operations are maintained in the United States.

     Geographic  information  for the three and six months  ending June 30, 2000
     and 1999 are as follows:

                       Three months ended June 30,    Six months ended June 30,
                       --------------------------    --------------------------
                           2000           1999           2000           1999
                           ----           ----           ----           ----
     Net revenues
       United States   $ 1,414,837    $   858,834    $ 2,078,417    $ 1,191,211
       Israel                 --             --             --             --
                       -----------    -----------    -----------    -----------
                       $ 1,414,837    $   858,834    $ 2,078,417    $ 1,191,211
                       ===========    ===========    ===========    ===========
     Net loss
       United States   ($  699,150)   ($  986,511)   ($2,568,044)   ($2,294,996)
       Israel             (150,782)        (7,088)      (177,032)       (41,210)
                       -----------    -----------    -----------    -----------
                       ($  849,932)   ($  993,599)   ($2,745,076)   ($2,336,176)
                       ===========    ===========    ===========    ===========


                                        8
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

Quarters ended June 30, 2000 and 1999

Product sales revenue totaled  $1,414,837 for the quarter ended June 30, 2000, a
65% increase from  $858,834 for the quarter  ended June 30, 1999.  Product sales
increases  reflect  market  share  gains  for the  Company's  Lotemax  and Alrex
ophthalmic  products  and  additional  stocking  in  response  to a  promotional
program.

Cost of goods  sold  for the  quarter  ended  June 30,  2000  totaled  $477,162,
increasing  128% from $209,537 for the quarter  ended June 30, 1999.  The higher
cost of goods sold is due to higher sales volumes,  product sample  expenses and
higher royalty and licensing costs.

Total operating  expenses  increased $419,920 or 25%, from $1,655,289 in 1999 to
$2,075,209  in 2000.  The  increase  is  primarily  due to  higher  general  and
administrative expenses, as well as increased research and development costs.

Net research and development expenses increased by $79,673 or 10%, from $818,658
in 1999 to $898,331 in 2000. The Company experienced increased costs as a result
of a higher level of activity in early discovery programs and higher spending on
the Company's  dexanabinol  (HU-211) drug candidate.  The increased spending was
partially  offset by increased  funding from research grants and lower costs for
ophthalmic research programs.

Selling,  general and administrative expenses increased by $320,416 or 46%, from
$694,367 in 1999 to $1,014,783 in 2000.  The increase is primarily due to higher
employee costs,  increased investor relations activities and higher professional
fees.

Depreciation and  amortization  expenses  increased by $25,382,  or 29%, from to
$86,776 in 1999 to $112,158 in 2000,  reflecting increased  depreciation expense
relating to laboratory equipment purchases.

Other income,  net,  increased by $275,209,  from $12,393 in 1999 to $287,602 in
2000. Interest income increased as a result of higher average cash balances.

Six Months ended June 30, 2000 and 1999

Product sales revenue totaled $2,078,417 for the six months ended June 30, 2000,
a 75% increase from  $1,191,211 for the six months ended June 30, 1999.  Product
sales increases  reflect market share gains for the Company's  Lotemax and Alrex
ophthalmic products, additional stocking of Alrex in advance of a price increase
effective  April 2000 and  additional  stocking  in  response  to a  promotional
program.

Cost of goods sold for the six  months  ended June 30,  2000  totaled  $757,691,
increasing 154% from $298,795 for the six months ended June 30, 1999. The higher
cost of goods sold is due to higher sales volumes,  product sample  expenses and
higher royalty and licensing costs.

Total operating expenses increased $1,243,134 or 38%, from $3,257,139 in 1999 to
$4,500,273  in 2000.  The  increase is due to higher  research  and  development
expenses, as well as increased general and administrative expenses.

Net  research  and  development  expenses  increased  by $582,974  or 33%,  from
$1,752,332 in 1999 to $2,335,306 in 2000. Cost increases partially resulted from
higher regulatory costs for the Company's ophthalmic products,  including filing
fees for product approvals in Europe. Also, the Company experienced higher costs
as a result of an increased  level of activity in early  discovery  programs and
higher  spending on the  Company's  dexanabinol  (HU-211)

                                       9

<PAGE>


drug candidate. The increased spending was partially offset by increased funding
from research grants and lower costs for ophthalmic research programs.

Selling,  general and administrative expenses increased by $628,549 or 50%, from
$1,245,303  in 1999 to  $1,873,852  in 2000.  The increase is  primarily  due to
higher  employee  costs,  increased  investor  relations  activities  and higher
professional fees.

Depreciation and  amortization  expenses  increased by $41,107,  or 27%, from to
$168,111 in 1999 to $209,218 in 2000, reflecting increased  depreciation expense
relating to laboratory equipment purchases.

Other income,  net,  increased by $405,924,  from $28,547 in 1999 to $434,471 in
2000. Interest income increased as a result of higher average cash balances.

Liquidity and Capital Resources

While  the  Company  has  generated  revenue  through  the sale of its  approved
products in the market, it has incurred operating losses since its inception. At
June 30,  2000,  the  Company has an  accumulated  deficit of  $85,255,183.  The
Company  has  financed  its  operations  with public and  private  offerings  of
securities,  advances and other funding  pursuant to a marketing  agreement with
BLP, research contracts, license fees, royalties and sales, and interest income.

The  Company  had  working  capital of $17.5  million,  including  cash and cash
equivalents of $18.2 million,  as of June 30, 2000.  During the six months ended
June 30, 2000, the Company raised $12.6 million from various equity transactions
and $4.4  million  from the  exercise of  previously  outstanding  warrants  and
options to purchase the Company's common stock.

On December 10, 1998,  the Company  obtained a $10 million equity line of credit
with a single institutional investor. During the six months ended June 30, 2000,
the Company  raised $2.1 million from the equity line of credit.  As of June 30,
2000, $1.7 million remained available under the equity line of credit.

Management  believes  that  existing  cash and cash  equivalents  combined  with
anticipated  cash inflows from  proceeds  from sales of the drug  substance  for
Lotemax and Alrex to BLP,  investment income, R&D grants and the availability of
the equity line of credit,  will be sufficient to support the Company's  regular
operations.  During the second half of 2000, the Company expects to commence the
final phase of clinical  development on the Company's  dexanabinol (HU-211) drug
candidate.  The total cost of this phase of  development  is  expected  to range
between $15 million and $25 million over the next 3 years. The Company continues
to actively  pursue  various  funding  options,  including  strategic  corporate
alliances,   additional   equity  offerings,   business   combinations  and  the
establishment of product related research and development limited  partnerships,
to obtain the additional  financing that is required to continue the development
of its products and bring them to commercial markets.

Statements made in this document related to the  development,  commercialization
and market expectations of its drug products,  to the establishment of corporate
collaborations, and to the Company's operational projections are forward-looking
and are made pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. Such statements  involve risks and  uncertainties  which may
cause  results to differ  materially  from those set forth in these  statements.
Among the factors that could result in a  materially  different  outcome are the
inherent   uncertainties   accompanying  new  product  development,   action  of
regulatory  authorities and the results of further trials.  Additional economic,
competitive, governmental, technological, marketing and other factors identified
in Pharmos'  filings with the  Securities and Exchange  Commission  could affect
such results.

                                       10

<PAGE>


                                     Part II

                                Other Information

Item 1  Legal Proceedings                                        NONE

Item 2  Changes in Securities                                    NONE

Item 3  Defaults upon Senior Securities                          NONE

Item 4  Submissions of Matters to Vote of Security Holders

     At the Company's Annual Meeting of Stockholders  held on July 20, 2000, the
     stockholders of the Company  elected the following  persons as directors of
     the  Company to serve  until the next annual  meeting of  stockholders  and
     until their successors are duly elected and qualified:  Haim Aviv, Elkan R.
     Gamzu, E. Andrews Grinstead,  Samuel D. Waksal,  David Schlachet,  Mony Ben
     Dor and Georges Anthony Marcel.  The results of the voting were as follows:

                                    VOTES FOR           VOTES WITHHELD
     Haim Aviv                     41,159,667              366,908
     Elkan R. Gamzu                41,159,667              366,908
     E. Andrews Grinstead          41,159,667              366,908
     Samuel D. Waksal              41,159,192              367,383
     David Schlachet               41,183,667              342,908
     Mony Ben Dor                  41,158,417              368,158
     Georges Anthony Marcel        41,253,667              272,908

     Also at the Annual Meeting,  the stockholders  approved the adoption of the
     Company's 2000 Stock Option Plan, with 40,192,603  votes cast for approval,
     1,269,711 votes cast against and 64,261 abstentions.


Item 5  Other Information                                        NONE

Item 6  Exhibits and Reports on Form 8-K                         NONE

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<PAGE>


                                 SIGNATURE PAGE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            PHARMOS CORPORATION


Dated: August 11, 2000
                                        by: /s/ Robert W. Cook
                                            ------------------------------------
                                                Robert W. Cook
                                                Vice President Finance and Chief
                                                Financial Officer
                                                (Principal Accounting and
                                                Financial Officer)



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