SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(a)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  [x]

Filed by a Party other than the Registrant  [ ]

Check the appropriate box:

 [ ] Preliminary Proxy Statement

 [x] Definitive Proxy Statement

 [ ] Definitive Additional Materials

 [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                        EMISPHERE TECHNOLOGIES, INC.
              (Name of Registrant as Specified In Its Charter)

                        EMISPHERE TECHNOLOGIES, INC.
                 (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

 [x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2)

 [ ] $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3)

 [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

     1)  Title of each class of securities to which transaction applies:

     2)  Aggregate number of securities to which transaction applies:

     3)  Per unit price or other underlying value of transaction computed
     pursuant to Exchange Act Rule 0-11:                 

     4)  Proposed aggregate value of transaction:                 

 [ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:                 

     2)  Form, Schedule or Registration Statement No.:                 

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     4)  Date Filed:                 
                        EMISPHERE TECHNOLOGIES, INC.
                              15 Skyline Drive
                          Hawthorne, New York 10532
                                                                             
                                                                             
                                                            December 15, 1995



Dear Stockholder:

     This year  we are  combining our 1995 Annual Report to Stockholders with
our Proxy  Statement in  an effort to reduce printing and mailing costs.  The
Company's 1995  audited financial  statements  and  certain  other  financial
information are set forth starting with the Index to Financial Statements and
Other Information on page 12 hereof.

     You are  cordially invited  to attend  the Company's  Annual Meeting  of
Stockholders to be held at the Ramada Inn, 540 Saw Mill River Road, Elmsford,
Tuesday, January 23, 1996 at 10:00 a.m. local time.

     At this  meeting, you  will be  asked to  consider  and  vote  upon  the
election of  directors of  the Company  and to ratify the Board of Directors'
selection of  Coopers &  Lybrand L.L.P. to serve as the Company's independent
accountants for the fiscal year ending July 31, 1996.

     The  Board   of  Directors   appreciates  and   encourages   stockholder
participation in  the Company's  affairs and  cordially invites you to attend
the meeting  in person.   It  is in  any event  important that your shares be
represented and we ask that you sign, date and mail the enclosed proxy in the
envelope provided at your earliest convenience.

     Thank you for your cooperation.

                                   Very truly yours,


                                   MICHAEL M. GOLDBERG, M.D.
                                   Chairman of the Board of Directors




















                        EMISPHERE TECHNOLOGIES, INC.
                              15 Skyline Drive
                          Hawthorne, New York 10532

                      ________________________________

                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                      ________________________________

                                                          Hawthorne, New York
                                                            December 15, 1994


     NOTICE IS  HEREBY GIVEN  that the  Annual  Meeting  of  Stockholders  of
EMISPHERE TECHNOLOGIES, INC. (the "Company"), a Delaware corporation, will be
held at  the Ramada  Inn, 540  Saw Mill  River Road,  Elmsford, New  York  on
Tuesday, January  23, 1996  at 10:00  a.m. local  time, for  the purposes  of
considering and voting upon the following matters, as more fully described in
the attached Proxy Statement:

          1.   To elect  six directors to serve until the next annual meeting
     of stockholders  and until  their respective  successors are elected and
     qualified;

          2.   To ratify  the Board  of Directors'  selection  of  Coopers  &
     Lybrand L.L.P. to serve as the Company's independent accountants for the
     fiscal year ending July 31, 1996; and

          3.   To transact  such other  business as  may properly come before
     the meeting or any adjournment thereof.

     Only those  stockholders of  record at the close of business on December
12, 1995 will be entitled to receive notice of, and vote at, said meeting.  A
list of  stockholders entitled  to vote at the meeting is open to examination
by any stockholder at the principal offices of the Company, 15 Skyline Drive,
Hawthorne, New York  10532.

     All stockholders  are cordially invited to attend the meeting in person.
In any  event, please  mark your  votes,  then  date,  sign  and  return  the
accompanying form  of proxy  in the  envelope enclosed  for that  purpose (to
which no  postage need  be affixed if mailed in the United States) whether or
not you  expect to  attend the  meeting in person.  The proxy is revocable by
you at  any time  prior to its exercise.  The prompt return of the proxy will
be of  assistance in  preparing for  the meeting and your cooperation in this
respect will be appreciated.

                                   By order of the Board of Directors

                                   SAM J. MILSTEIN, PH.D.
                                   Secretary










                        EMISPHERE TECHNOLOGIES, INC.
                              15 Skyline Drive
                          Hawthorne, New York 10532

                      ________________________________

                               PROXY STATEMENT
                      ________________________________



     This Proxy  Statement is  furnished to holders of Common Stock, $.01 par
value per  share (the  "Common Stock"),  of Emisphere Technologies, Inc. (the
"Company")  in   connection  with   the  solicitation   of  proxies,  in  the
accompanying form,  by the  Board of Directors of the Company, for use at the
Annual Meeting  of Stockholders  to be  held at  the Ramada Inn, 540 Saw Mill
River Road, Elmsford, on Tuesday, January 23, 1996, at 10:00 a.m. local time,
and at  any and  all adjournments  thereof.    Stockholders  may  revoke  the
authority granted  by their  execution of  proxies at any time prior to their
use by  filing with the Secretary of the Company a written revocation or duly
executed proxy bearing a later date or by attending the meeting and voting in
person.   Solicitation of proxies will be made chiefly through the mails, but
additional solicitation  may be made by telephone or telegram by the officers
or regular  employees of the Company.  The Company may also enlist the aid of
brokerage houses  or the Company's transfer agent in soliciting proxies.  All
solicitation expenses,  including costs  of preparing, assembling and mailing
proxy material,  will be  borne by  the Company.   This  proxy statement  and
accompanying form  of proxy  are being  mailed to  stockholders on  or  about
December 15, 1995.

     Shares of  the  Company's  Common  Stock  represented  by  executed  and
unrevoked proxies will be voted in accordance with the choice or instructions
specified thereon.   It  is the  intention of the persons named in the proxy,
unless otherwise  specifically instructed  in the  proxy, to vote all proxies
received by  them FOR  the election  of the six nominees named herein and FOR
ratification of the Board of Directors' selection of Coopers & Lybrand L.L.P.
to serve  as the Company's independent accountants for the fiscal year ending
July 31, 1996.

     If a  quorum is  present at  the meeting,  those  nominees  receiving  a
plurality of  the votes cast will be elected as directors.  A majority of the
votes cast  (excluding abstentions and broker non-votes) will be required for
the ratification  of the Board's selection of Coopers & Lybrand L.L.P. as the
Company's independent accountants.


                             VOTING

     Only stockholders  of record  at the  close of  business on December 12,
1995 will  be entitled  to vote  at the  meeting or  any and all adjournments
thereof.   As of  December 12,  1995 the  Company had  outstanding  8,323,154
shares of  Common Stock,  the  Company's  only  class  of  voting  securities
outstanding.   Each stockholder  of the  Company will be entitled to one vote
for each  share of  Common Stock  registered in his or her name on the record
date.  A majority of all the outstanding shares of Common Stock constitutes a
quorum and  is required  to be  present in  person or  by  proxy  to  conduct
business at the meeting.

                                     -2-


               BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN
                         STOCKHOLDERS AND MANAGEMENT

     The following  table sets  forth certain information, as of November 28,
1995, except as noted, regarding the beneficial ownership of the Common Stock
by (i)  each person  or group known to the Company to be the beneficial owner
of more  than 5%  of the  outstanding Common  Stock, (ii)  each director  and
nominee for  director of  the Company,  (iii) each  executive officer  of the
Company named  below and  (iv) all  directors and  executive officers  of the
Company as  a group.   Except  as otherwise  specified, the  named beneficial
owner has sole voting and investment power over the shares listed.
Name and Address Amount and Nature of Percent of Beneficial Owner Beneficial Ownership of Class State of Wisconsin Investment Board 700,000 8.4% 121 East Wilson Street Madison, Wisconsin 53703 Elan International Services Ltd 600,000 7.2% 102 St. James Court Flatts Smiths FL04 Bermuda Invesco Funds Group, Inc. 520,000 6.2% 7800 East Union Avenue Denver, Colorado 80237 Michael M. Goldberg, M.D. 783,996 8.6% Sam J. Milstein, Ph.D. 443,248 5.1% Howard M. Pack 133,483 1.6% Jere E. Goyan, Ph.D. 50,000 Peter Barton Hutt, Esq. 50,000 Mark I. Greene, M.D., Ph.D. 17,000 Robert A. Baughman, Jr., Pharm.D.,Ph.D. 89,925 1.1% All directors and executive officers 1,571,438 16.1% as a group Unless otherwise specified, the address of each beneficial owner is c/o the Company, 15 Skyline Drive, Hawthorne, New York 10532. The number of shares set forth for each director and executive officer of the Company includes the following number of shares with respect to which such individual has the right, exercisable within 60 days, to acquire beneficial ownership upon exercise of options granted by the Company: Number of Shares Dr. Goldberg 757,497 Dr. Milstein 437,757 Mr. Pack 50,000 Dr. Goyan 50,000 Mr. Hutt 50,000 Dr. Greene 17,000 Dr. Baughman 89,925 All directors and executive 1,453,675 officers as a group Does not include 130,000 shares with respect to which members of Dr. Goldberg's family have the right to acquire beneficial ownership upon exercise of options and with respect to which Dr. Goldberg disclaims beneficial ownership. Does not include 439,040 shares beneficially owned by various members of Mr. Pack's family, with respect to which Mr. Pack disclaims beneficial ownership. Less than 1%
-3- PROPOSAL I: ELECTION OF DIRECTORS At the meeting, six directors (constituting the entire Board of Directors) are to be elected to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The proxies given pursuant to this solicitation will be voted in favor of the six nominees listed below unless authority is withheld. Should a nominee become unavailable to serve for any reason, the proxies will be voted for an alternative nominee to be determined by the persons named in the proxy. The Board of Directors has no reason to believe that any nominee will be unavailable. Proxies cannot be voted for a greater number of persons than the number of nominees named. The election of directors requires a plurality vote of those shares voted at the meeting with respect to the election of directors. Information Concerning Nominees The persons nominated as directors of the Company (all of whom are currently directors of the Company), their respective ages, the year in which each first became a director of the Company and their principal occupations or employment during the past five years are as follows: Year First Elected Name Age Director Position with the Company Michael M. Goldberg, M.D. 36 1990 Chairman of the Board of Directors and Chief Executive Officer Sam J. Milstein, Ph.D 46 1991 Director, President, Chief Scientific Officer and Secretary Howard M. Pack 78 1985 Director Jere E. Goyan, Ph.D. 66 1992 Director Peter Barton Hutt, Esq. 61 1992 Director Mark I. Greene, M.D., Ph.D.47 1995 Director Michael M. Goldberg, M.D. has served as Chairman of the Board of Directors since November 1991 and President and Chief Executive Officer and a director of the Company since August 1990. In addition, Dr. Goldberg served as President from August 1990 to October 1995. In February 1990, Dr. Goldberg founded Montaur Capital Corporation, a health care investment banking firm. Prior thereto he was a vice president of The First Boston Corporation, and was a founding member of the firm's healthcare banking group. Sam J. Milstein, Ph.D. has been with the Company since September 1990, as a director and Chief Scientific Officer since November 1991, as President since October 1995, as Secretary since December 1990 and as Co-Director of Science and Research and Development prior to November 1991. In addition, Dr. Milstein served as Executive Vice President from November 1990 to October 1995. Prior to September 1990, Dr. Milstein served as President of Mortar & Pestle Consulting, Inc., a consulting firm. Howard M. Pack has served as a director of the Company since its inception in April 1985 and served as Executive Vice President of Finance from the Company's inception until October 1988. For more than five years until November 1992, Mr. Pack served as Chairman of the Board for Seatrain Lines, Inc., a cargo company that filed a consent to an involuntary petition for reorganization under the Federal Bankruptcy Code in February 1981 and a plan of complete liquidation under Chapter 7 thereof in November 1992. -4- Jere E. Goyan, Ph.D., is President, Chief Operating Officer, and a director of Alteon, Inc., a development stage pharmaceutical company, where he started as Senior Vice President Research and Development in January 1993. Prior thereto he was a Professor of Pharmacy and Pharmaceutical Chemistry and the Dean of the School of Pharmacy at the University of California, San Francisco, and has served in various other academic, administrative and advisory positions, including that of Commissioner of the Food and Drug Administration. He currently serves as a director of Atrix Corporation, SciClone Pharmaceuticals and Boeringer Ingelheim. Peter Barton Hutt, Esq., has for more than the past five years been a partner at the law firm of Covington & Burling in Washington, D.C., where he specializes in the practice of food and drug law. He currently serves as a director of IDEC Pharmaceuticals, Inc., Cell Genesys, Inc., Interneuron Pharmaceuticals, Inc., Vivus Inc. and Sparta Pharmaceuticals, Inc. Mark I. Greene, M.D., Ph.D. has been Professor of Medicine, Department of Pathology, School of Medicine at the University of Pennsylvania for more than the past five years. Meetings and Committees of the Board of Directors During the fiscal year ended July 31, 1995, the Board of Directors of the Company held three meetings. Each of the incumbent directors attended more than 75% of the aggregate number of meetings held by the Board and the Committees thereof on which he served. The Company has an Audit Committee and a Compensation Committee of the Board of Directors. Dr. Goyan and Messrs. Hutt and Pack serve on both committees. The Audit Committee consults with the Company's independent accountants, reviews the services provided by such independent accountants and oversees the internal accounting procedures of the Company. The Audit Committee held one meeting during the fiscal year ended July 31, 1995. The Compensation Committee makes recommendations to the Board of Directors regarding compensation of executive officers of the Company and administers the Company's stock option plans. The Compensation Committee held no meetings during the fiscal year ended July 31, 1995. The Company has no standing nominating committee and no committee performing a similar function. Compensation of Directors Directors receive no cash compensation in their capacity as directors. Directors who are not employees of the Company receive, pursuant to the Company's Stock Option Plan for Outside Directors, (the "Directors Plan") (i) an initial option to purchase 20,000 shares of Common Stock on the date (the "Starting Date") of his or her initial election or appointment to the Board of Directors and (ii) a second option to purchase 50,000 shares of Common Stock on the first anniversary of his or her Starting Date. The exercise price per share for the options is the fair market value of the Common Stock on the Starting Date and the options are exercisable within ten years from the date of grant. The initial option becomes fully vested with respect to 6,666 shares on the first anniversary of the Starting Date and with respect to 6,667 shares on each of the next two anniversaries thereafter; the second option becomes fully vested with respect to 10,000 shares on each of the first five anniversaries of the Starting Date. In the event an optionholder ceases to serve as a director of the Company, fully vested options may be -5- exercised within six months thereafter and all unvested options terminate immediately. Pursuant to the Directors Plan, Dr. Goyan and Messrs. Hutt and Pack were each granted (i) on April 29, 1992 an option to purchase 20,000 shares of Common Stock for $13.00 per share and (ii) on April 29, 1993 an option to purchase 50,000 shares of Common Stock for $13.00 per share. Pursuant to the Directors Plan, Dr. Greene was granted on October 23, 1995 an option to purchase 70,000 shares of Common Stock for $8.625 per share. The Board of Directors of the Company deems the election of the six nominees listed above as directors to be in the best interest of the Company and its stockholders and recommends a vote "FOR" their election. EXECUTIVE COMPENSATION The following table sets forth information regarding the aggregate compensation paid by the Company for the three fiscal years ended July 31, 1995 to the Company's Chief Executive Officer and other executive officers whose total compensation exceeded $100,000 during the last fiscal year:
SUMMARY COMPENSATION TABLE Annual Fiscal Compensa- Stock Other Name and Principal Position Year tion Option Grants Michael M. Goldberg 1995 $227,605 16,567 shares $4,497 Chairman of the Board, President 1994 237,500 - 4,122 and Chief Executive Officer 1993 237,500 562,315 shares - Sam J. Milstein 1995 $202,187 10,792 shares $3,850 Executive Vice President, Chief 1994 192,500 - 3,850 Scientific Officer and Secretary 1993 192,500 346,716 shares - Robert A. Baughman, Jr. 1995 $165,641 8,131 shares $3,175 Senior Vice President, Director 1994 156,002 65,000 shares 2,910 of Operations and Development 1993 124,940 - - Annual compensation consists solely of base salary except that Drs. Milstein and Baughman were also paid $14,808 and $12,308, respectively, in lieu of earned vacations. As to each individual named, the aggregate amounts of all perquisites and other personal benefits, securities and property not included in the summary compensation table above or described below do not exceed the lesser of $50,000 or 10% of the annual compensation. During a portion of the 1995 fiscal year, the executive officers and certain other employees of the Company agreed to forgo a portion of cash compensation in return for an option to purchase a number of shares of the Common Stock determined by dividing the amount of cash compensation forgone by the fair market value of the Common Stock on the date of grant of the option. Other compensation consists solely of matching contributions made by the Company under a defined contribution plan introduced during the 1994 fiscal year for substantially all employees.
-6- The following table sets forth certain information relating to stock option grants to the executive officers named above during the fiscal year ended July 31, 1995:
STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED JULY 31, 1995 Number Percent Potential of of Total Realizable Shares Option Value at Assumed Under- Shares Annual Rates of lying Granted Exercise Stock Price Options to Em- Price Expir- Appreciation Name Granted ployees per ation for Option Term Share Date 5% 10% Michael M. Goldberg 5,080 1.9% $1.43 5/1/95 $1,282 $1,282 1,900 0.1% 3.13 8/1/95 1,048 1,048 4,948 1.8% 1.50 11/1/95 1,310 1,310 2,639 0.1% 1.65 5/15/00 2,093 5,913 1,505 0.1% 2.89 6/15/00 2,089 5,901 495 - 4.40 7/15/00 1,047 2,490 Sam J. Milstein 1,539 0.1% $3.13 8/1/95 $ 849 $ 849 5,491 2.0% 1.50 11/1/95 1,454 1,454 2,139 0.1% 1.50 5/15/05 2,017 5,113 1,222 - 2.63 6/15/05 2,017 5,112 401 - 4.00 7/15/05 1,245 3,156 Robert A. Baughman, Jr.1,673 0.1% $3.13 8/1/95 $ 923 $ 923 3,333 1.2% 1.50 11/1/95 882 882 1,778 0.1 1.50 5/15/05 1,677 4,251 1,014 - 2.63 6/15/05 1,673 4,242 333 - 4.00 7/15/05 838 2,123 Options that expired or will expire in 1995 were all granted under the Company's Employee Stock Purchase Plan or Non-Qualified Employee Stock Purchase Plan at exercise prices equal to the lower of the fair market value on the date of grant or 85% of the fair market value on the date of exercise. Options expiring in 2000 and 2005 were all granted under the Company's 1991 Stock Option Plan at prices equal to the fair market value on the date of grant, except that options granted to Dr. Goldberg were all at prices equal to 110% of the fair market value on the date of grant. The total option shares granted during the 1995 fiscal year to employees includes 134,023 shares subject to options under the Company's 1991 Stock Option Plan and 78,652 shares issued or issuable pursuant to options granted under the Company's Employee Stock Purchase Plan or Non-Qualified Employee Stock Purchase Plan.
-7- The following table sets forth information as to the unexercised options held by the executive officers named above as of July 31, 1995:
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES Exercises During Number of Value of the Fiscal Year Shares Underlying Unexercised In-the Number Unexercised Options Money Options of Shares Value Exer- Unexer- Exer- Unexer- Name Acquired Realized cisable cisable cisable cisable Michael M. Goldberg 5,080 $1,286 894,345 - $54,736 - Sam J. Milstein. - - 444,787 - 53,129 - Robert A. Baughman, Jr. - - 74,931 46,200 39,012 - Based on a closing price of $6.875 on July 31, 1995 on the NASDAQ National Market System. Based on a closing price of $1.69 on May 1, 1995, the date of exercise, on the NASDAQ National Market System. Includes 130,000 shares with respect to which Dr. Goldberg has transferred options to members of his family and with respect to which Dr. Goldberg disclaims beneficial interest.
Employment Agreements The Company has entered into employment agreements with Michael M. Goldberg, M.D. and Sam J. Milstein, Ph.D., expiring on July 31, 2000. Pursuant to the agreements, Dr. Goldberg is to serve as Chairman and Chief Executive Officer of the Company at an annual salary of $310,000 to increase at 6% per year, Dr. Milstein is to serve as President and Chief Scientific Officer at an annual salary of $250,000 to increase at 6% per year and both are to be nominated to serve as members of the Board of Directors. The agreements also provide for the grant of an option to purchase 750,000 shares of the Common Stock with respect to Dr. Goldberg and an option to purchase 550,000 shares with respect to Dr. Milstein. The options have an exercise price of $8.625 per share and they expire on October 5, 2005. The options become fully exercisable on August 1, 2005 except that they become earlier exercisable if the Company achieves certain milestones, with the rate in no event being greater than either 25% of the shares for each milestone achieved or 20% of the shares in any employment year. The Company milestones required for exercisability of the options are (i) execution of a collaboration agreement providing for the commercialization of a product utilizing the Company's drug delivery technology and the payment of a royalty to the Company, (ii) one or more financings by the Company that provide aggregate net proceeds of at least $15,000,000 and (iii) any subsequent such collaboration agreement or such financings. The agreements provide that, upon (i) termination by the Company either without cause or for any reason following a Change of Control (as defined in the agreements) or (ii) termination by Dr. Goldberg or Dr. Milstein, as the case may be, following an uncured breach or bankruptcy by the Company, the stock options will become fully vested and the Company will make severance payments equal to the greater of (i) the compensation payable under the agreements from the date of termination to July 31, 2000 or (ii) one year's compensation under the agreements. -8- Compensation Committee Report on Executive Compensation The Compensation Committee's policies applicable to the compensation of the Company's executive officers are based on the principle that total compensation should be set to attract and retain those executives critical to the overall success of the Company and should reward executives for their contributions to the enhancement of shareholder value. With respect to Michael M. Goldberg, Chairman and Chief Executive Officer, and Sam J. Milstein, President and Chief Scientific Officer, the Compensation Committee's policies are also based on the belief that the Company's current drug delivery technology is so different from what existed when they started with the Company that they should be viewed for purposes of compensation as equivalent to founders. The key elements of the executive compensation package are base salary, employee benefits applicable to all employees and long-term incentive compensation in the form of stock options. In general, the Compensation Committee has adopted the policy that compensation for executive officers should be competitive with that paid by leading technology companies for corresponding senior executives. The Compensation Committee also believes that it is important to have stock options constitute a substantial portion of executive compensation in order to help executives align their interests with those of the stockholders and to reflect the requirement on the part of the Company that executive decisions should look to the long-term success of the Company. In determining the compensation for each executive officer, the Compensation Committee generally considers (i) data from outside studies and proxy materials regarding compensation of executive officers at comparable companies, (ii) the input of other directors regarding individual performance of each executive officer and (iii) qualitative measures of Company performance such as progress in the development of the Company's technology, the engagement of corporate partners for the commercial development and marketing of products and the success of the Company in raising the funds necessary to conduct research and development. The Compensation Committee's consideration of such factors is subjective and informal. The compensation of Michael M. Goldberg, the Chief Executive Officer of the Company, for the 1995 fiscal year was as called for by his employment agreement with the Company entered into during the 1993 fiscal year and, except for a salary reduction in exchange for stock options implemented in May of 1995 and applicable to all executive officers, the Compensation Committee did not consider any amendments to the compensation thereunder. The Compensation Committee approved by majority vote the five-year employment agreement negotiated with Dr. Goldberg for the period ending July 31, 2000, concluding that Dr. Goldberg's leadership contributed significantly to the Company's achievements and progress in the past and that Dr. Goldberg will continue to make significant contributions to the Company's performance in the future. Howard M. Pack Jere E. Goyan Peter Barton Hutt -9- Comparative Stock Performance Graph The graph below compares the cumulative total stockholder return on the Company's Common Stock with the cumulative total stockholder return of (i) the NASDAQ Stock Market (U.S.) Index and (ii) the NASDAQ Pharmaceutical Index, assuming an investment of $100 on July 31, 1990 in each of the Company's Common Stock, the stocks comprising the NASDAQ Index and the stocks comprising the Pharmaceutical Index. Date Emisphere NASDAQ Market NASDAQ Pharm. 7/31/90 100 100 100 7/31/91 102 118 185 7/31/92 151 139 214 7/31/93 119 169 171 7/31/94 33 174 152 7/31/95 55 243 214 Compliance with Section 16(a) of the Securities Exchange Act of 1934 Based solely on a review of the reports and representations furnished to the Company during the last fiscal year, the Company believes that each of the persons required to file reports under Section 16(a) of the Exchange Act is in compliance with all applicable filing requirements. PROPOSAL II: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Board of Directors has selected Coopers & Lybrand L.L.P. to serve as independent accountants for the fiscal year ending July 31, 1996. Coopers & Lybrand L.L.P. has served as the Company's independent accountants since November 1991. A representative of Coopers & Lybrand L.L.P. is expected to be present at the meeting with the opportunity to make a statement if he desires to do so and is expected to be available to respond to appropriate questions. Although it is not required to do so, the Board of Directors is submitting the selection of independent accountants for ratification at the meeting. If this selection is not ratified, the Board of Directors will reconsider its choice. A majority of the votes cast (excluding abstentions and broker non- votes) at the meeting in person or by proxy is necessary for ratification of the selection of Coopers & Lybrand L.L.P. as independent accountants of the Company. The Board of Directors of the Company deems the ratification of the selection of Coopers & Lybrand L.L.P. as independent accountants of the Company to be in the best interest of the Company and its stockholders and recommends that holders of the Common Stock vote FOR Proposal II. STOCKHOLDER PROPOSALS All stockholder proposals which are intended to be presented at the Annual Meeting of Stockholders of the Company contemplated to be held in December 1996 must be received by the Company no later than July 31, 1996, for inclusion in the Board of Directors' proxy statement and form of proxy relating to the meeting. -10- OTHER BUSINESS The Board of Directors knows of no other business to be acted upon at the meeting. However, if any other business properly comes before the meeting, it is the intention of the persons named in the enclosed proxy to vote on such matters in accordance with their best judgment. The prompt return of your proxy will be appreciated and helpful in obtaining the necessary vote. Therefore, whether or not you expect to attend the meeting, please sign the proxy and return it in the enclosed envelope. By order of the Board of Directors SAM J. MILSTEIN, PH.D. Secretary Hawthorne, New York December 15, 1995 -11- EMISPHERE TECHNOLOGIES, INC. 15 Skyline Drive Hawthorne, New York 10532 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Michael M. Goldberg, M.D. and Sam J. Milstein, Ph.D., and each of them, as Proxies each with the power to appoint his substitute and hereby authorizes them to represent and to vote, as designated below, all of the shares of Common Stock of Emsiphere Technologies, Inc. held of record by the undersigned on December 12, 1995 at the Annual Meeting of Stockholders to be held on January 23, 1996 or any adjournments or postponements thereof. 1. ELECTION OF DIRECTORS Nominees: STOCKHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A LINE THROUGH OR Michael M. Goldberg, M.D. OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE. Jere E. Goyan, Ph.D ANY PROXY EXECUTED IN SUCH MANNER AS NOT TO Peter Barton Hutt WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF Sam J. Milstein, Ph.D. ANY NOMINEE SHALL BE DEEMED TO GRANT SUCH Howard M. Pack AUTHORITY. Mark I. Greene, M.D., Ph.D. GRANT authority to vote for the six nominees as a group WITHOLD authority to vote for the six nominees as a group 2. Ratification of the Board of Directors' selection of Coopers & Lybrand L.L.P. to serve as the Company's independent accountants for the fiscal year ending July 31, 1996 FOR AGAINST ABSTAIN 3. Authority to vote in their discretion on such other business as may properly come before the meeting FOR AGAINST ABSTAIN This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for each of the proposals named above. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. Dated , 1996 (Signature) (Signature if held jointly) Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corpo- ration, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.