**EXHIBIT
      31.2**





**CERTIFICATE
      OF CHIEF FINANCIAL OFFICER**




I,
      S.
      Colin Neill, certify that:




1. I
      have
      reviewed this quarterly report on Form 10-Q of Pharmos Corporation;





2. Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3. Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;





4. The
      registrant's other certifying officer and I are responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the registrant and have:





(a)designed
      such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be
      designed under our supervision, to ensure that material information relating
      to
      the registrant, including its consolidated subsidiaries, is made known to us
      by
      others within those entities, particularly during the period in which this
      report is being prepared;





(b)evaluated
      the
      effectiveness of the registrant's disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





(c)disclosed
      in this report
      any change in the registrant's internal control over financial reporting that
      occurred during the registrant's most recent fiscal quarter (the registrant's
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the registrant's
      internal control over financial reporting; and





5. The
      registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent functions):





(a)all
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant's ability to record, process, summarize and report financial
      information; and





(b)any
      fraud, whether or not
      material, that involves management or other employees who have a significant
      role in the registrant's internal control over financial reporting.







Dated:
                November 10, 2006
            
            /s/   S.
                Colin NeillS.
                Colin Neill*Chief
                Financial Officer*