UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       ___________________
                                
                            FORM 10-C

        REPORT BY ISSUER OF SECURITIES QUOT'ED ON NASDAQ
                  INTERDEALER QUOTATION SYSTEM
                                
          Filed  pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                      or 15d-17 thereunder
                                
                  EMISPHERE TECHNOLOGIES, INC.
       (Exact name of issuer as specified in its charter)

                        15 Skyline Drive
                   Hawthorne, New York  10532
            (Address of principal executive offices)


 Issuer's telephone number, including area code:  (914) 347-2220
                                
           I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
 Indicate any change (increase or decrease) of 5% or more in the
                  number of shares outstanding:
1. Title of Security      Common Stock, par value $.0l per share 
2. Number of shares outstanding before the change      8,305,745 
3. Number of shares outstanding after the change      9,388,801  
4. Effective date of change      May 6, 1996                     
5. Method of change:
     Specify  method  (such  as  merger,  acquisition,  exchange,
     distribution, stock  split, reverse  split,  acquisition  of
     stock  for   treasury,  etc.)     Public  offering,  private
     placement and exercise of stock options
     Give brief  description of  transaction:    1,000,000 shares
     were sold  pursuant to a public offering, 37,500 shares were
     issued in  a private placement and 45,556 shares were issued
     pursuant to the exercise of employee stock options.         

     
                   II.  CHANGE IN NAME OF ISSUER
1. Name prior to change                                          
2. Name after change                                             
3. Effective date of charter amendment changing name             
4. Date of shareholder approval of change, if required           

Date:  May 14, 1996                 /s/ Joseph D. Poveromo  
                                      Joseph D. Poveromo
                                   Chief Accounting Officer