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.:                 

     3)  Filing Party:                 

     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-


<TABLE>
               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.
<CAPTION>
 Name and Address                          Amount and Nature of        Percent
 of Beneficial Owner<F1>                   Beneficial Ownership<F2>   of Class
 <S>                                       <C>                         <C>
 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<F3>                 8.6%
 Sam J. Milstein, Ph.D.                    443,248                     5.1%
 Howard M. Pack                            133,483<F4>                 1.6%
 Jere E. Goyan, Ph.D.                       50,000                     <F5>
 Peter Barton Hutt, Esq.                    50,000                     <F5>
 Mark I. Greene, M.D., Ph.D.                17,000                     <F5>
 Robert A. Baughman, Jr., Pharm.D.,Ph.D.    89,925                     1.1%
 All directors and executive officers    1,571,438<F3><F4>            16.1%
 as a group
<FN>
<F1> Unless otherwise  specified, the address of each beneficial owner is c/o
  the Company, 15 Skyline Drive, Hawthorne, New York 10532.
<F2> 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
<F3> 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.
<F4> 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.
<F5> Less than 1%
</FN>
</TABLE>

                                     -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
a
nd its stockholders and recommends a vote "FOR" their election.


<TABLE>
                           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:
<CAPTION>
                         SUMMARY COMPENSATION TABLE
                                            Annual
                                    Fiscal  Compensa-  Stock           Other
 Name and Principal Position        Year    tion<F1>   Option Grants   <F2>
 <S>                                <C>     <C>        <C>             <C>
 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       -              -
<FN>
<F1> 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.
<F2> 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.
</FN>
</TABLE>








                                     -6-


<TABLE>
     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:
<CAPTION>
       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
                       <F1>     <F2>      Share      Date       5%       10%
<S>                    <C>      <C>       <C>       <C>        <C>      <C>
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
<FN>
<F1> 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.
<F2> 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.
</FN>
</TABLE>














                                     -7-


<TABLE>
     The following table sets forth information as to the unexercised options
held by the executive officers named above as of July 31, 1995:
<CAPTION>
           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 <F1>
                    of Shares   Value      Exer-   Unexer-     Exer-   Unexer-
Name                Acquired  Realized    cisable  cisable    cisable  cisable
<S>                    <C>   <C>        <C>         <C>       <C>        <C>
Michael M. Goldberg    5,080 $1,286<F2> 894,345<F3>    -      $54,736     -
Sam J. Milstein.         -      -       444,787        -       53,129     -
Robert A. Baughman, Jr.  -      -        74,931     46,200     39,012     -
<FN>
<F1> Based on  a closing  price of  $6.875 on  July 31,  1995 on  the  NASDAQ
  National Market System.
<F2> Based on  a closing price of $1.69 on May 1, 1995, the date of exercise,
  on the NASDAQ National Market System.
<F3> 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.
</FN>
</TABLE>


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-

C
ompensation 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
r
ecommends 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.