SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                     FORM 10-Q\A

                             AMENDMENT NO. 1 TO FORM 10-Q


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

                 The undersigned registrant hereby amends the following
          items, financial statements, exhibits or other portions of its
          Quarterly Report on Form 10-Q, for the fiscal quarter ended June
          30, 1995, as set forth in the pages attached hereto:

                 Financial Data Schedule, Exhibit 10(a). 

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



          Date:    November 10, 1995         PHARMOS CORPORATION      
                                             _________________________
                                             Registrant


                                             By:   /s/ S. Colin Neill      
                                                  _________________________
                                                  S. Colin Neill,
                                                  Acting Chief Financial
                                                  Officer