[LETTERHEAD OF PHARMOS CORPORATION]
| December 8, 2008 |
Ms. Jennifer Riegel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Mail Stop 6010
| Re: | Pharmos Corporation |
| Registration Statement on Form S-3 |
File No. 333-149604
Dear Ms. Riegel:
Pharmos Corporation (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced registration statement to 11:00 AM on Tuesday, December 9, 2008, or as soon as practicable thereafter.
The Company acknowledges the following:
| § | Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| § | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| § | The Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
PHARMOS CORPORATION
By: /s/ S. Colin Neill
Name: S. Colin Neill
Title: President and Chief Financial Officer
