SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 28, 2004

                               PHARMOS CORPORATION
             (Exact name of Registrant as Specified in its Charter)

            Nevada                       0-11550                 36-3207413
(State or Other Jurisdiction     (Commission file Number)       (IRS Employer
      of Incorporation)                                      Identification No.)

         99 Wood Avenue South, Suite 311, Iselin, New Jersey        08830
              (Address of Principal Executive Offices)            (Zip Code)

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



Item 12. Results of Operations and Financial Condition.

On July 28, 2004, Pharmos Corporation ("Pharmos") issued a press release
announcing its financial results for the second quarter of 2004.

A copy of Pharmos' press release is attached as Exhibit 99.1 and is incorporated
herein by reference.

Item 7. Financial Statements and Exhibits

(c)

Exhibits.

99.1  Press Release dated July 28, 2004.

                                   SIGNATURES

      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 hereunto duly authorized on this 28th day of July, 2004.

                                  PHARMOS CORPORATION


                                  By: /s/ James A. Meer
                                      ---------------------------------
                                      Name:  James A. Meer
                                      Title: Vice President and Chief Financial
                                             Officer