Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 24, 2007 the Board of Directors of Pharmos Corporation (the "Company") amended the Company's By-Laws to provide that (i) that the Chairman of the Board, the more senior of the Chief Executive Officer or the President, or any two directors, can call for meetings of the Board, (ii) notice of Board meetings may be given by facsimile, overnight courier or email, in addition to regular mail, and may be given upon two (2) days' advance notice, and (iii) Board committees shall consist of a minimum of two (2) directors, unless otherwise required by applicable laws or regulations. The amendments to the By-Laws are attached as Exhibit 3.1 hereto.

Item 8.01 Other Events.

On October 30, 2007, the Company announced a second phase of restructuring as it continues to optimize the balance between cash resources and its most promising scientific research and development programs. This second phase involves a workforce reduction from 23 to 8 employees in its Israeli subsidiary, Pharmos Ltd. A related press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits

3.1 By-Laws amendments

99.1 Press release of Pharmos Corporation, dated October 30, 2007

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