Pharmos DEFA14A Additional proxy soliciting materials

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrantx
Filed by a Party other than the Registranto

Check the appropriate box:
o	Preliminary Proxy Statement	x	Soliciting Material Pursuant to 240.14a-12
o	Confidential, For Use of the Commission
	Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials

PHARMOS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:
3)      Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:
o	Fee paid previously with preliminary materials:
o     Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	1)	Amount previously paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Filed by Pharmos Corporation Pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Pharmos Corporation

This filing relates to a proposed acquisition by Pharmos Corporation of Vela Pharmaceuticals Inc., a Delaware corporation, pursuant to the terms of an Agreement and Plan of Merger dated as of March 14, 2006 (the “Merger Agreement”). The Merger Agreement is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by Pharmos on March 15, 2006, and is incorporated by reference into this filing.

The following is the text of a fact sheet that is being made available on Pharmos’ website, www.pharmoscorp.com: