SCHEDULE 14A INFORMATION

   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                      (Amendment No.     )


Filed by the Registrant  [x]

Filed by a Party other than the Registrant  [  ]

Check the appropriate box:

 [ ]     Preliminary Proxy Statement

 [ ]     Confidential, for Use of the Commission Only (as permitted
                    by Rule 14a-6(e)(2))

 [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)


 (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

 [x] No fee required

 [ ]  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 (Set forth the amount on which the
      filing fee is calculated and state how it was determined): 

         4)  Proposed aggregate value of transaction:

         5)  Total fee paid:

 [ ]  Fee paid previously with preliminary materials.

 [ ]  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:                 

<PAGE>
                         EMISPHERE TECHNOLOGIES, INC.
                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591


                                                              December 18, 1998



Dear Stockholder:

          You are  cordially invited  to attend the Company's Annual Meeting of
Stockholders to  be held  on  Monday, January 25, 1999 at 10:00 a.m. local time
at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York.

          At this  meeting, you  will be  asked to  consider and  vote upon the
election of  directors of  the Company,  to approve and adopt amendments to the
Company's Restated  Certificate of  Incorporation providing  among other things
for an  increase in  the number of authorized shares, the classification of the
Board of  Directors and  the taking  of stockholder  action only by meeting, to
approve and  adopt amendments  to the Company's 1991 Stock Option Plan and 1995
Non-Qualified Stock Option Plan and to ratify the Board of Directors' selection
of PricewaterhouseCoopers LLP to serve as the Company's independent accountants
for the fiscal year ending July 31, 1999.

          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




<PAGE>
                         EMISPHERE TECHNOLOGIES, INC.
                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591

                       ________________________________


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                       ________________________________

                                                            Hawthorne, New York
                                                              December 18, 1998

          NOTICE IS  HEREBY GIVEN  that the  Annual Meeting  of Stockholders of
EMISPHERE TECHNOLOGIES,  INC. (the  "Company"), a Delaware corporation, will be
held at  the Westchester  Marriott Hotel, 670 White Plains Road, Tarrytown, New
York on  Monday, January 25, 1998 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 eight directors;

          2.   To approve  and adopt  an amendment  to the  Company's  Restated
     Certificate of  Incorporation providing  for an  increase in the number of
     shares of  the Common  Stock the  Company  is  authorized  to  issue  from
     20,000,000 to 40,000,000;

          3.   To approve  and  adopt  amendments  to  the  Company's  Restated
     Certificate of  Incorporation providing  for (i) the classification of the
     Board of Directors into three classes to serve staggered three-year terms,
     (ii) the  fixing of  the number of directors constituting the entire Board
     of Directors  at a  maximum of  twelve and  a minimum  of three, (iii) the
     removal of directors only for cause and (iv) related matters;

          4.   To approve  and  adopt  amendments  to  the  Company's  Restated
     Certificate of Incorporation providing for the taking of any action by the
     stockholders of  the Corporation only at a meeting of stockholders and not
     by written consent without a meeting and related matters;

          5.   To approve  and adopt  an amendment  to the Company's 1991 Stock
     Option Plan  providing among  other things  for an increase in the maximum
     number of  shares of  the Company's  Common Stock  available for  issuance
     thereunder by 300,000;

          6.   To approve  and adopt  an amendment  to the  Company's 1995 Non-
     Qualified Stock  Option Plan  providing among other things for an increase
     in the  maximum number  of shares  of the Company's Common Stock available
     for issuance thereunder by 250,000;

          7.   To   ratify    the   Board    of   Directors'    selection    of
     PricewaterhouseCoopers  LLP   to  serve   as  the   Company's  independent
     accountants for the fiscal year ending July 31, 1999; and

          8.   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
November 27,  1998 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, 765 Old
Saw Mill River Road, Tarrytown, New York  10591.

          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.  Please note that the accompanying form
of proxy  must be  returned to record your vote.  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

<PAGE>
                         EMISPHERE TECHNOLOGIES, INC.
                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591

                       ________________________________

 
                               PROXY STATEMENT
                       ________________________________


          This Proxy  Statement is  furnished to  holders of  the 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 Westchester Marriott Hotel,
670 White  Plains Road,  Tarrytown, New  York on  Monday,  January 25, 1999, 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.   The Company  has  retained  the  services  of
Georgeson & Company Inc. to assist in  the  solicitation of proxies, for  which
the  Company  will  pay  a  fee  of  $8,000   and  certain  expenses  incurred.
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 18, 1998.

          Shares of  the 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 eight nominees named herein, FOR the adoption of
the amendments  to the Company's Restated Certificate of Incorporation, FOR the
approval of  the amendments  to the  1991 Stock  Option Plan  and the 1995 Non-
Qualified Stock  Option Plan  and FOR  ratification of  the Board of Directors'
selection of  PricewaterhouseCoopers LLP  to serve as the Company's independent
accountants for the fiscal year ending July 31, 1999.

          If a  quorum is  present at  the meeting,  those nominees receiving a
plurality of the votes cast will be elected as directors.  The affirmative vote
of a majority of the shares of the Common Stock outstanding will be required to
approve the adoption of the amendments to the Company's Restated Certificate of
Incorporation.   A majority of the votes cast (excluding abstentions and broker
non-votes) will  be required  for the  approval of the amendments to the to the
1991 Stock  Option Plan  and the  1995 Non-Qualified  Stock Option Plan and the
ratification of  the Board's  selection of  PricewaterhouseCoopers LLP  as  the
Company's independent accountants.


                                    VOTING

          Only stockholders  of record at the close of business on November 27,
1998 will  be entitled  to vote  at the  meeting or  any and  all  adjournments
thereof.  As of November 27, 1998 the Company had outstanding 11,024,808 shares
of the 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
the Common  Stock registered in his or her name on the record date.  A majority
of all  shares of  the Common  Stock outstanding  constitutes a  quorum and  is
required to  be present  in person  or by  proxy to  conduct  business  at  the
meeting.

<PAGE>
                BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN
                          STOCKHOLDERS AND MANAGEMENT

          The following table sets forth certain information, as of October 16,
1998, 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.

                                             Amount and Nature of      Percent
Name and Address of Beneficial Owner(1)     Beneficial Ownership(2)    of Class
- -----------------------------------------   -----------------------    --------
Amerindo Investment Advisors Inc. and
 affiliates (3)..........................       1,162,300                10.5%
  One Embarcardero Center, Suite 2300
  San Francisco, California  94111-3162

Elan International Services Ltd..........         940,000                 8.5%
  102 St James Court
  Flatts Smiths FL04
  Bermuda

INVESCO PLC and affiliates (4)...........         962,450                 8.7%
  11 Devonshire Square
  London EC2M 4YR
  England

Michael M. Goldberg, M.D.................       1,248,516(5)             10.2%
Sam J. Milstein, Ph.D....................         768,844                 6.5%
Howard M. Pack...........................         168,363(6)              1.5%
Jere E. Goyan, Ph.D......................          77,000                   *
Peter Barton Hutt, Esq...................          77,000                   *
Mark I. Greene, M.D., Ph.D...............          57,000                   *
Joseph R. Robinson, Ph.D.................           9,000                   *
Robert J. Levenson (7)...................           8,000                   *
Robert A. Baughman, Jr., Pharm.D., Ph.D..         139,088                 1.2%
Lewis H. Bender..........................          57,884                   *
Barry B. Kanarek, M.D., Ph.D.............             700                   *
All directors and executive officers
  as a group.............................       2,611,395(5)(6)(7)       19.4%
_______________________________
* Less than 1%
(1) Unless otherwise specified, the address of each beneficial owner is c/o the
    Company, 765 Old Saw Mill River Road, Tarrytown, New York  10591.
(2) 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.......................       1,207,497
       Dr. Milstein.......................         767,757
       Mr. Pack...........................          77,000
       Dr. Goyan..........................          77,000
       Mr. Hutt...........................          77,000
       Dr. Greene.........................          57,000
       Dr. Robinson.......................           9,000
       Dr. Baughman.......................         135,268
       Mr. Bender.........................          53,176
       All directors and executive
       officers as a group................       2,460,698


                                      -2-

<PAGE>
(3) Based on  a Schedule  13G/A filed  February 13,  1998, Amerindo  Investment
    Advisors Inc.,  a California  corporation,  Amerindo  Investment  Advisors,
    Inc., a  Panama corporation,  Alberto W.  Vilar and  Gary A.  Tanaka  share
    voting and dispositive power with respect to 1,162,300 shares.

(4) Based on  a Schedule  13G/A filed  February 12, 1998, INVESCO PLC, AMVESCAP
    PLC, AVZ,  Inc., AIM  Management Group Inc., AMVESCAP Group Services, Inc.,
    INVESCO, Inc.,  INVESCO North  American  Holdings,  Inc.,  INVESCO  Capital
    Management, Inc., INVESCO Funds Group, Inc., INVESCO Management & Research,
    Inc.  and   INVESCO  Realty  Advisers,  Inc.,  all  of  which  are  English
    corporations, share  voting and  dispositive power  with respect to 962,450
    shares.

(5) 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.

(6) Does not  include 331,519  shares beneficially  owned by various members of
    Mr. Pack's  family, with  respect to  which Mr.  Pack disclaims  beneficial
    ownership.

(7) Includes 1,000  shares held  by the  Robert J.  and  Mira  Levenson  Family
    Foundation, with  respect to which shares Mr. Levenson disclaims beneficial
    ownership



                      PROPOSAL I:  ELECTION OF DIRECTORS

          At the  meeting, eight  directors (constituting  the entire  Board of
Directors) are  to be  elected.   If the  proposed amendments  to the Company's
Restated Certificate  of Incorporation  (as set forth in Proposal III) relating
to the  classification of  the Board  of  Directors  into  three  classes  with
staggered three-year  terms are adopted by the stockholders of the Company, the
proxies given  pursuant to this solicitation will be voted, unless authority is
withheld, in  favor of  the eight  nominees listed below to serve for the terms
indicated.

        Class I                   Class II                    Class III
- -----------------------  ---------------------------  -------------------------
(Term expiring in 2000)    (Term expiring in 2001)     (Term expiring in 2002)
Sam J. Milstein, Ph.D.   Mark I. Greene, M.D., Ph.D.  Michael M. Goldberg, M.D.
 Jere E. Goyan, Ph.D.      Peter Barton Hutt, Esq.       Robert J. Levenson
                               Howard M. Pack         Joseph R. Robinson, Ph.D.


          If such  amendments are  not adopted,  the  eight  nominees  will  be
elected to  serve until the next annual meeting of stockholders and until their
respective successors  are elected  and qualified.   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:


                                      -3-

<PAGE>
                                     Year
                                    First
                                   Elected
      Name                    Age  Director  Position with the Company  
- ----------------------------  ---  --------  --------------------------------
Michael M. Goldberg, M.D....   39    1990     Chairman of the Board of
                                              Directors and Chief Executive
                                              Officer
Jere E. Goyan, Ph.D.........   68    1992     Director
Mark I. Greene, M.D., Ph.D..   50    1995     Director
Peter Barton Hutt, Esq......   64    1992     Director
Robert J. Levenson..........   57    1998     Director

Sam J. Milstein, Ph.D.......   49    1991     Director,President, Chief
                                              Scientific Officer and Secretary
Howard M. Pack..............   80    1985     Director
Joseph R. Robinson, Ph.D....   59    1997     Director

          Michael M.  Goldberg, M.D.  has served  as Chairman  of the  Board of
Directors since November 1991 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.

          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.

          Mark I. Greene, M.D., Ph.D. has been John Eckman Professor of Medical
Science, School of Medicine at the University of Pennsylvania for more than the
past five  years.   He currently  serves  as  a  director  of  Ribi  ImmunoChem
Research, Inc., a biopharmaceutical company.

          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 Interneuron Pharmaceuticals, Inc. and Sparta Pharmaceuticals, Inc.

          Robert J.  Levenson has  been Executive  Vice President of First Data
Corporation for more than the past five years.  He previously held positions as
a director,  Senior Executive  Vice President,  member of  the  Office  of  the
President and  Chief Operating  Officer of Medco Containment Services, Inc. and
as a  director and  Group President  of Automatic  Data Processing,  Inc.    He
currently serves as a director of First Data Corporation, Superior Telecom Inc.
and Vestcom International, Inc.

          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.

          Joseph  R.  Robinson,  Ph.D.  has  been  Professor  of  Pharmacy  and
Ophthalmology at the University of Wisconsin for more than the past five years.
He currently serves as a director of Cima Laboratories, Inc.


                                      -4-

<PAGE>
Meetings and Committees of the Board of Directors

          During the fiscal year ended July 31, 1998, the Board of Directors of
the Company  held four 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 the Audit
Committee and  Mr. Pack  and Drs. Greene and Robinson serve on the Compensation
Committee.   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 no meetings during the fiscal year ended July 31, 1998.

          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 took
all action  by unanimous consent during the fiscal year ended July 31, 1998 and
held no meetings.

          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"),
options to purchase shares of the Common Stock.  Messrs. Hutt and Pack and Drs.
Goyan and Greene have each received an initial option to purchase 70,000 shares
under the  Directors Plan  in effect  prior to  January 29,  1997.   Under  the
Directors Plan  as currently in effect, Dr. Robinson and Mr. Levenson have each
received an  initial option to purchase 35,000 shares and Messrs. Hutt and Pack
and Dr.  Goyan have  each received  an additional  option  to  purchase  21,000
shares.   The exercise  prices are  $13.00 per  share for  the initial  options
granted to  Dr. Goyan  and Messrs. Hutt and Pack, $8.625 for the initial option
granted to  Dr. Greene,  $23.50 for the initial option granted to Dr. Robinson,
$6.125 for  the initial  option granted  to Mr.  Levenson and  $13.75  for  the
additional options  granted to  Messrs. Hutt  and Pack  and Dr.  Goyan.  In the
event the holder of an option ceases to serve as a director of the Company, the
option may  be exercised  with respect  to the  fully vested  shares within six
months thereafter  and will  terminate immediately with respect to all unvested
shares.

          In addition,  for each  meeting of  the Board  or a committee thereof
attended, directors have a right to receive, pursuant to the Directors Deferred
Compensation Stock  Plan, a  number of shares of the Common Stock, based on the
closing price  of the  Common Stock  on the  date of  the meeting and an amount
determined by the Board as compensation for the meeting.  For meetings attended
during the  1997 fiscal  year, Drs. Goyan, Greene and Robinson and Messrs. Hutt
and Pack each earned the right to receive 114 shares.

Voting

          Those nominees  receiving a  plurality of  the  votes  cast  will  be
elected directors.   Abstentions  and broker  non-votes  will  not  affect  the
outcome of the election.

          The Board of Directors of the Company deems the election of the eight
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.


                                      -5-

<PAGE>
                            EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  regarding  the  aggregate
compensation paid by the Company for the three fiscal years ended July 31, 1997
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

                             Fiscal      Annual            Stock
Name and Principal Position   Year   Compensation(1)   Option Grants   Other(2)
- ---------------------------- ------  --------------- ----------------- --------
Michael M. Goldberg.........  1998      $388,506       6,687            $9,792
 Chairman of the Board and    1997       359,880       4,985 shares(3)   4,750
 Chief Executive Officer      1996       335,349     756,749 shares      4,620

Sam J. Milstein.............  1998      $280,900       4,662            $9,792
 President, Chief Scientific  1997       312,904       4,253 shares(3)   4,750
 Officer and Secretary        1996       287,683     555,903 shares      3,850

Robert A. Baughman, Jr......  1998      $175,000       2,844            $7,000
 Senior Vice President and    1997       195,337      22,724 shares      4,750
 Director of Development      1996       180,154       3,664 shares      3,175

Lewis H. Bender.............  1998      $180,096       3,052            $7,000
 Senior Vice President,       1997       144,479      51,843 shares      2,748
 Business Development         1996       120,125      77,396 shares      2,032

Barry B. Kanarek............  1998      $ 65,625     126,611 shares     $  -  
 Senior Vice President,
 Clinical Affairs and
 Chief Medical Officer (4)
_______________________________
(1) Annual  compensation consists  solely  of  base  salary  except  that  Drs.
    Goldberg, Milstein  and Baughman  and Mr.  Bender were also paid in lieu of
    earned vacations $40,190, $0, $0 and $10,096, respectively, during the 1998
    fiscal year,  $31,280, $38,231,  $22,212 and  $0, respectively,  during the
    1997 fiscal year and $25,349, $33,873, $20,154 and $0, respectively, during
    the 1996  fiscal year.   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.

(2) Other  compensation consists  solely of  matching contributions made by the
    Company under  a defined  contribution plan  available to substantially all
    employees.

(3) Does  not include  options with  respect to 562,315 shares for Dr. Goldberg
    and  346,716  shares  for  Dr.  Milstein  originally  granted  in  1992  in
    connection with  each  of  their  respective  employment  agreements.    By
    resolution of  the Company's  Board of  Directors adopted  during the  1997
    fiscal year, such options were deemed for all purposes to have been granted
    under the  Company's 1991  Stock Option Plan with respect to 262,315 shares
    for Dr.  Goldberg and  146,716  shares  for  Dr.  Milstein  and  under  the
    Company's 1995  Non-Qualified Stock  Option Plan  with respect  to  300,000
    shares for  Dr. Goldberg  and 200,000  shares for  Dr. Milstein.  The Board
    also extended  from July 31, 1997 to July 31, 2002 the expiration dates for
    such options.

(4) Dr. Kanarek became an executive officer of the Company in June of 1998.


                                      -6-

<PAGE>
     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, 1998:

        STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED JULY 31, 1998


<TABLE>
<CAPTION>
                                         Percent                         Potential Realizable
                                        of Total                           Value at Assumed
                            Number       Option                         Annual Rates of Stock
                           of Shares     Shares     Exercise              Price Appreciation
                          Underlying     Granted     Price     Expir-      for Option Term
                            Options      to Em-       per      ation    ----------------------
 Name                     Granted<F1>  ployees<F2>   Share      Date        5%         10%
- -----------------------   -----------  -----------  --------  --------  ----------  ----------
<S>                       <C>          <C>          <C>       <C>       <C>         <C>
Michael M. Goldberg....        975         <F3>      $13.76     2/1/98  $    2,368  $    2,368
                               920         <F3>       14.025    5/1/98       2,277       2,277
                             2,161         <F3>        7.44     8/1/98       2,837       2,837
                             2,631         <F3>        6.27    11/1/98       2,837       2,837

Sam J. Milstein........        786         <F3>      $13.76     2/1/98  $    1,909  $    1,909
                               751         <F3>       14.025    5/1/98       1,859       1,859
                             1,416         <F3>        7.44     8/1/98       1,859       1,859
                             1,709         <F3>        6.27    11/1/98       1,859       1,859

Robert A. Baughman, Jr.        490         <F3>      $13.76     2/1/98  $    1,190  $    1,190
                               468         <F3>       14.025    5/1/98       1,158       1,158
                               822         <F3>        7.44     8/1/98       1,079       1,079
                             1,064         <F3>        6.27    11/1/98       1,158       1,158

Lewis H. Bender........        462         <F3>      $13.76     2/1/98  $    1,122  $    1.122
                               441         <F3>       14.025    5/1/98       1,091       1,091
                             1,085         <F3>        7.44     8/1/98       1,425       1,425
                             1,064         <F3>        6.27    11/1/98       1,158       1,158

Barry B. Kanarek.......    125,000         30.1%     $14.50     6/4/08  $1,139,872  $2,888,658
                             1,611         <F3>        6.27    11/1/98       1,737       1,737
____________________________
<FN>
<F1>Options that  expired in 1998 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  2008 were  all granted  under the  Company's 1991 Stock Option
    Plan at prices equal to the fair market value on the date of grant.

<F2>The total  number of  option shares  granted during the 1998 fiscal year to
    employees  includes  75,174  shares  under  the  Company's  Employee  Stock
    Purchase  Plan  or  Non-Qualified Employee Stock Purchase Plan  and 340,272
    shares under the Company's 1991 Stock Option Plan.

<F3>Less than 1.0%

</FN>
</TABLE>



                                      -7-

<PAGE>
          The following  table sets  forth information  as to  the exercises of
options during  the fiscal year ended July 31, 1998 and the number and value of
unexercised options  held by  the executive officers named above as of July 31,
1998:

            AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                            Exercises During
                             the Fiscal Year            Number of
                          ---------------------     Shares Underlying        Value of Unexercised
                           Number                  Unexercised Options     In-the-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....      748    $ 2,051<F2>   1,337,497<F6>   300,000   $1,554,833    $600,000
                             850      2,544<F3>
                             975     40,298<F4>
                             920      2,323<F5>

Sam J. Milstein........      603    $ 1,653<F2>     767,757       220,000   $  921,058    $440,000
                             844      2,050<F3>
                             786     31,860<F4>
                             751      2,134<F5>

Robert A. Baughman, Jr.      398    $ 1,058<F2>     135,268          -      $   31,222        -   
                             592      1,313<F3>
                             490     20,199<F4>
                             468      1,237<F5>

Lewis H. Bender........      351    $   827<F2>      53,176        88,800   $  133,117    $122,175
                             427      1,026<F3>
                             462     11,104<F4>
                             441        946<F5>

Barry B. Kanarek.......       -          -          125,000          -            -           -
_______________________________
<FN>
<F1>Based on a closing price of $10.625 on July 31, 1998 on the Nasdaq National
    Market.

<F2>Based on a closing price of $19.00 on August 1, 1997, the date of exercise,
    on the Nasdaq National Market.

<F3>Based  on a  closing price  of $19.375  on November  1, 1997,  the date  of
    exercise, on the Nasdaq National Market.

<F4>Based  on a  closing price  of $16.188  on February  2, 1998,  the date  of
    exercise, on the Nasdaq National Market.

<F5>Based on a closing price of $16.50 on May 1, 1998, the date of exercise, on
    the Nasdaq National Market.

<F6>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, 2001.  Pursuant
to the  agreements, Dr.  Goldberg is  to serve  as Chairman and Chief Executive
Officer of the Company at an annual salary of $369,215 for the 1998 fiscal year
to increase  at 6%  per year,  Dr. Milstein  is to serve as President and Chief
Scientific Officer  at an annual salary of $297,754 for the 1998 fiscal year to
increase at 6% per year and both are to be nominated to serve as members of the
Board of  Directors.  Also pursuant to the agreements, Dr. Goldberg was granted
an option  to purchase  750,000 shares of the Common Stock and Dr. Milstein was
granted an  option to  purchase 550,000 shares.   The  options have an exercise
price of  $8.625 per  share and they expire on October 5, 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.


                                      -8-

<PAGE>
     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
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, 2001 or (ii) one year's compensation under the agreements.

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.

          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  biotechnology 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.  The Compensation Committee's policy with respect to
stock options  is that  their exercise  prices should  be equal to or above the
fair market value of the Common Stock on the date of grant, that employee stock
options should  generally involve  a five-year  vesting period and that options
previously granted at exercise prices higher than the current fair market value
should not be repriced.

          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 and the fact that the Company successfully completed a
preliminary human  safety and  tolerance trial.   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 1998  fiscal year was as called for by his employment
agreement with  the Company  entered into  during the  1996 fiscal year and the
Compensation Committee  did not  consider any  amendments to  the  compensation
thereunder.   In approving  the five-year  employment agreement negotiated with
Dr. Goldberg  for the  period ending  July 31, 2001, the Compensation Committee
concluded 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
                                 Mark I. Greene
                                 Joseph R. Robinson


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, 1993 in each of the Company's Common
Stock, the  stocks comprising the Nasdaq Market Index and the stocks comprising
the Nasdaq Pharmaceutical Index.


                                      -9-

<PAGE>
                       Emisphere   Nasdaq Market   Nasdaq Pharm.
                       ---------   -------------   -------------
              7/31/93      100           100            100
              7/31/94      275           103             88
              7/31/95       45           145            125
              7/31/96       50           157            150
              7/31/97      129           232            177
              7/31/98       71           274            178


Section 16(a) Beneficial Ownership Reporting and Compliance

          Based solely  on a  review of  the reports under Section 16(a) of the
Exchange Act  and representations  furnished to  the Company  during  the  last
fiscal year,  the Company  believes that  each of  the persons required to file
such reports is in compliance with all applicable filing requirements.


  PROPOSALS II, III AND IV: APPROVAL OF AMENDMENTS TO THE COMPANY'S RESTATED

                         CERTIFICATE OF INCORPORATION

          The Board of Directors deems it advisable that the Company's Restated
Certificate of  Incorporation be  amended, subject  to stockholder approval, to
provide for  (i) an  increase in  the number  of shares of the Common Stock the
Company is  authorized  to  issue  from  20,000,000  to  40,000,000,  (ii)  the
classification of  the Board  of Directors  into three  classes with  staggered
three-year terms,  (iii) the fixing of the number of directors constituting the
entire Board  of Directors at a maximum of twelve and a minimum of three, (iii)
the removal  of directors  only for cause, (iv) the taking of any action by the
stockholders of  the Corporation  only at  a meeting of stockholders and not by
written consent without a meeting and (v) related matters.

Summary of the Proposed Amendments

          The proposed  amendments to  the Company's  Restated  Certificate  of
Incorporation, which are set forth in Appendix A hereto, are summarized briefly
as follows:

          Increase in  the Number of Authorized Shares.  The proposed amendment
to Article  FOURTH of  the  Company's  Restated  Certificate  of  Incorporation
increases the  number of  shares of  the  Common  Stock  the  Company  has  the
authority to  issue from  20,000,000 to  40,000,000.   Based on  the number  of
shares issued  and outstanding  and reserved  for issuance  under the Company's
benefit plans,  the proposed  amendment if  adopted will increase the number of
unreserved shares of the Common Stock available for issuance from approximately
2,364,466 to approximately 22,364,466.

          Classification of  the Board  of Directors.   The Company's directors
are currently elected annually and hold office until the next annual meeting of
stockholders and  until  their  respective  successors  are  duly  elected  and
qualified.   The proposed amendments to Article TENTH to the Company's Restated
Certificate of  Incorporation provide  for the  classification of  the Board of
Directors into three classes with staggered terms, designated as Class I, Class
II and  Class III.   Class  I will  initially consist of two directors, each to
hold office  until the  Annual Meeting  of Stockholders  in 2000; Class II will
initially consist  of three  directors, each  to hold  office until  the Annual
Meeting of  Stockholders in  2001; Class  III will  initially consist  of three
directors, each  to hold  office until  the Annual  Meeting of  Stockholders in
2002.   Starting with  the Annual  Meeting of  Stockholders following  the 1999
fiscal year,  one class  of directors  will be elected for a three-year term at
each annual meeting, with the remaining classes continuing in office.


                                      -10-

<PAGE>
          Number of  Directors.   The Company's Board of Directors is currently
composed of  eight persons.   The  proposed amendments  will fix  the number of
directors constituting the entire Board of Directors at a maximum of twelve and
a minimum of three.

          Removal of  Directors.   Members of  the Company's Board of Directors
can currently  be removed,  with or without cause, by the holders of a majority
of the  Common Stock  outstanding.   The proposed  amendments provide that such
removal can be effected only for cause.

          Vacancy of  Directors.   Any vacancies  occurring  on  the  Board  of
Directors can  currently be  filled by  a majority  of the remaining directors,
although less  than a  quorum, to  serve  until  the  next  annual  meeting  of
stockholders and  until a  successor is  duly elected  and qualified.  With the
proposed amendments,  any director  so chosen will serve for the remaining term
of the class for which such director was chosen.

          Stockholder Action  only by  Meeting.   Under the  Company's Restated
Certificate of Incorporation as currently in effect, any requisite or permitted
action of stockholders may be taken without a meeting, without prior notice and
without a  vote if written consent is signed by stockholders having the minimum
number of  votes necessary  to authorize  the action.   The proposed amendments
provide that  action by  stockholders can be taken only at an annual or special
meeting of  stockholders and  may not  be taken  by written  consent without  a
meeting.

          Two Thirds  Majority to  Amend Article  TENTH.   Under the  Company's
Restated Certificate  of Incorporation  as currently  in effect,  any amendment
thereto requires  the affirmative  vote of  a  majority  of  the  Common  Stock
outstanding and  entitled to  vote.   The proposed  amendments provide that any
amendment to  Article TENTH  (relating to  the classification of the Board, the
removal of  directors only  for cause and the taking of stockholder action only
by meeting)  will require  either (i)  the affirmative  vote  of  a  two-thirds
majority of  the stock  outstanding and  entitled to vote or (ii) the unanimous
approval of  the Board  of Directors  of the  Corporation and a majority of the
stock outstanding and entitled to vote.

Purposes and Effects of the Proposed Amendments

          Increase in  the Number  of Authorized Shares.  While the Company has
no present  plans, agreements  or  understandings  regarding  the  issuance  of
additional shares of the Common Stock, the Board of Directors believes that the
adoption of  the amendment  to increase  the number  of  authorized  shares  is
advisable because  it will  provide the  Company with  greater  flexibility  in
connection with  possible future  financing transactions, acquisitions of other
companies or  business properties,  stock dividends or splits, employee benefit
plans and  other proper  corporate purposes.   Moreover, having such additional
authorized shares  available will  give the Company the ability to issue shares
without the  expense and  delay of  a special  meeting of stockholders.  Such a
delay might deprive the Company of the flexibility the Board views as important
in facilitating the effective use of the Company's shares.  Except as otherwise
required by  applicable law  or rules,  authorized but  unissued shares  of the
Common Stock  may be  issued at  such time,  for such  purposes  and  for  such
consideration as  the Board  of Directors  may  determine  to  be  appropriate,
without further authorization by stockholders.

          Since the  issuance of  additional shares  of the Common Stock, other
than on  a pro  rata basis  to  all  current  stockholders,  would  dilute  the
ownership interest  of a  person seeking to obtain control of the Company, such
issuance could  be used  to discourage  a change  in control  of the Company by
making it more difficult or more costly.  The Company is not aware of any third
party seeking  to accumulate shares of the Common Stock or to obtain control of
the Company  and the  Company has  no present  intention to  use the additional
authorized shares to deter such a change in control.


                                      -11-

<PAGE>
          Classification of  the Board  of Directors  and Related  Matters.  As
more fully  discussed below,  the Board of Directors believes that the proposed
amendments providing  for the  classification of  the Board  of  Directors  and
related matters  will, if  adopted, effectively  reduce the  possibility that a
third party could effect a sudden or surprise change in majority control of the
Board without the support of the incumbent Board.

          Although neither  the Board  of Directors  nor the  management of the
Company is  aware of any actual or threatened change in control of the Company,
the purpose  of the  proposed amendments  is to  discourage  certain  types  of
activity that  in the  future might  involve an  actual or threatened change in
control.   The proposed  amendments are  designed to make it more difficult and
time consuming  to change  majority control  of the Board of Directors and thus
reduce the  vulnerability of  the Company  to an  unsolicited proposal  for the
takeover of the Company that does not contemplate the acquisition of all of the
Company's outstanding  shares at  a fair  price, or an unsolicited proposal for
the restructuring or sale of all or part of the Company.

          Third parties  sometimes accumulate  substantial stock  positions  in
public companies  with a  view toward using a control block of stock to force a
restructuring, merger  or consolidation or to force a corporation to repurchase
the control  block at  a premium.  Such actions are often taken without advance
notice to  or consultation  with the  board of  directors or  management of the
corporation.   In many  cases, such  third parties  seek representation  on the
corporation's board of directors in order to increase the likelihood that their
proposals will  be implemented  by the corporation.  If the corporation resists
the efforts  to obtain  representation on the corporation's board, such parties
may commence proxy contests to have themselves or their nominees elected to the
board of  directors in place of certain directors or the entire board.  In some
cases, such  third party  may be interested not in taking over the corporation,
but in  using the threat of a proxy fight or takeover bid as a means of forcing
the corporation to repurchase its holdings at a substantial premium over market
price.

          The Board  of Directors  of the  Company believes  that the threat of
removal of the Company's directors in such situations would curtail the Board's
ability to  negotiate effectively  with such  persons.    Management  would  be
deprived of  the time  and  information  necessary  to  evaluate  the  takeover
proposal, to study alternative proposals and to help ensure that the best price
is obtained  in any  transaction involving  the Company  that may ultimately be
undertaken.

          The proposed  amendments to  Article TENTH  of the Company's Restated
Certificate of  Incorporation will,  if adopted,  have the  effect of making it
more difficult  to change  the  composition  of  the  Board  of  Directors  and
therefore help  to  assure  the  continuity  and  stability  of  the  Company's
management and  policies.  A classified Board of Directors upon which Directors
serve three-year  terms requires  at least  two annual  stockholder meetings in
order to  effect a  change in the control of the Board.  Currently, a change in
control of the Board of Directors could be effected in one stockholder meeting.
The provision  prohibiting  removal  of  Directors  except  for  cause  further
stabilizes the composition of the Board of Directors.

          By stabilizing  the  composition  of  the  Board  of  Directors,  the
proposed amendment  is designed  to encourage  any person  who  might  seek  to
acquire control  of the  Company to  consult first  with the Company's Board of
Directors and  to negotiate  the terms  of any proposed business combination or
tender offer.   The  Board of  Directors believes  that any takeover attempt or
business combination  in which  the Company  is involved  should be  thoroughly
studied by  the Board  of  Directors  to  assure  that  all  of  the  Company's
stockholders are treated fairly.


                                      -12-

<PAGE>
          Takeovers or  changes in  the  directors  of  the  Company  that  are
proposed and  effected without  prior consultation  and  negotiation  with  the
Company's Board  of Directors may not necessarily be detrimental to the Company
and its  stockholders; the adoption of the proposed amendments could discourage
or frustrate  future attempts  to acquire  control of  the Company that are not
approved by  the  incumbent  Board  of  Directors,  but  which  a  majority  of
stockholders might  deem to  be in their best interests.  One of the effects of
proposed amendments to Article TENTH may be to discourage prospective acquirors
from making  tender offers  for, or  open market  purchases of,  shares of  the
Common Stock  without the  approval of  the Company's  Board of Directors.  The
proposed amendments,  if adopted,  could also delay or frustrate the assumption
of control  by a  holder of  a large block of shares of the Common Stock or the
removal of  incumbent directors, even if stockholders considered such events to
be beneficial.   The  Board of  Directors feels,  however, that the benefits of
seeking to protect its ability to negotiate with the proponent of an unfriendly
or unsolicited  proposal to  take over  or restructure the Company outweigh the
disadvantages of discouraging such proposals.

          Stockholder  Action  Only  by  Meeting  and  Related  Matters.    The
provision for  stockholder action only by meeting in the proposed amendments to
Article TENTH  of the  Company's Restated Certificate of Incorporation will, if
adopted, have  the effect of delaying any stockholder action until a meeting of
stockholders can  be called.   Since  the Company's  By-Laws, as  amended,  bar
stockholders from  calling a  special meeting of stockholders, the presentation
of stockholder  actions that  have  not  received  approval  of  the  Board  of
Directors may  be delayed  until  the  next  annual  meeting  of  stockholders.
Furthermore, since  the Company's  By-Laws  set  notice  requirements  for  the
presentation of  stockholder actions  at an  annual  meeting  of  stockholders,
action on  stockholder proposals may be further delayed.  Set forth as Appendix
B hereto  are the  relevant provisions  in the  Company's By-Laws,  as amended,
relating to  the procedure  to be  followed for the presentation of stockholder
proposals.

Certain Other Provisions and Factors Having Possible Anti-Takeover Effects

          Preferred Stock  and Preferred Stock Purchase Rights.  Article FOURTH
of the  Company's Restated Certificate of Incorporation authorizes the issuance
of 1,000,000  shares of  Preferred Stock  by the  Company without requiring any
further action  by the  Company's stockholders  and  authorizes  the  Board  of
Directors to  issue Preferred  Stock in  one or  more series, with such powers,
designations, preferences  and rights  as determined by the Board.  On March 5,
1996, the  Board of  Directors designated  the  Series A  Junior  Participating
Cumulative Preferred  Stock, par  value $.01 per share (the "Series A Preferred
Stock"), and  declared a  dividend distribution  of one  right (a  "Right")  to
purchase shares  of the  Series A  Preferred Stock for each share of the Common
Stock outstanding  to stockholders  of record at the close of business on March
15, 1996.   The  description and  terms of the Rights are set forth in a Rights
Agreement, dated  as of February 23, 1996 (the "Rights Agreement"), between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent.

          The Rights  are non-exercisable  and non-separable  from  the  Common
Stock until  the earlier of (i) ten days following a public announcement that a
person or group of affiliates or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the  shares of  the Common  Stock outstanding  or  (ii)  ten  business  days
following the  commencement of  a tender  offer or  exchange offer  that  would
result in  a person  or group  beneficially owning 20% or more of the shares of
the Common  Stock outstanding,.   Thereafter,  upon the  occurrence of  certain
events specified  in the Rights Agreement and unless the Rights are redeemed by
the Board  of Directors,  the holders  of the  Rights other  than an  Acquiring
Person can exercise the Rights in accordance with the terms thereof.


                                      -13-

<PAGE>
          The Rights  may have  certain anti-takeover  effects in that they may
deter a  third party  from acquiring  control of  the Company in a manner or on
terms not  approved by  the Board  of Directors.  In light of recent rulings in
Delaware courts  with respect  to shareholder rights plans generally, the Board
of Directors  may consider  the adoption  of certain  amendments to  the Rights
Agreement  and   the  notification   of  the  Company's  stockholders  of  such
amendments.

          The Board  presently has  no plans to issue shares of Preferred Stock
other than as may be required by the Rights Agreement.

          Collaboration Agreements.   In  connection with certain collaboration
agreements the  Company has  entered into  with Elan Corporation plc, Eli Lilly
and Company  and Novartis  Pharma AG, each of those companies has agreed not to
acquire  shares   of  the   Common  Stock   above  certain   specified  levels.
Furthermore, the  agreement with Elan Corporation plc provides that a change of
control of  the Company  would constitute  an event  of default thereunder with
potential adverse effects on the Company.

          Delaware Law.   Section  203 of  the Delaware General Corporation Law
prohibits publicly  held Delaware  corporations from  engaging in  a  "business
combination" with  an "interested  stockholder" for  a period  of  three  years
following the  time of  the transaction in which the person or entity became an
interested stockholder  unless (i)  prior to  such  time  either  the  business
combination or  the transaction  which resulted  in the stockholder becoming an
interested  stockholder   is  approved   by  the  board  of  directors  of  the
corporation, (ii)  upon consummation  of the  transaction which resulted in the
stockholder becoming  an interested  stockholder,  the  interested  stockholder
owned at  least  85%  of  the  outstanding  voting  stock  of  the  corporation
(excluding for  this purpose  certain shares owned by persons who are directors
and also  officers of the corporation and by certain employee benefit plans) or
(iii) at or subsequent to such time the business combination is approved by the
board of  directors of  the corporation and by the affirmative vote (and not by
written consent)  of at  least 66 2/3% of the outstanding voting stock which is
not owned  by the  interested stockholder.   For the purposes of Section 203, a
"business combination"  is broadly  defined to include mergers, asset sales and
other  transactions   resulting  in  a  financial  benefit  to  the  interested
stockholder.    An  "interested  stockholder"  is  person  who,  together  with
affiliates and  associates, owns  (or within  the immediately  preceding  three
years did own) 15% or more of the corporation's voting stock.

Voting

          The amendments to the Company's Restated Certificate of Incorporation
must be  approved by  the affirmative  vote of  a majority of the shares of the
Common Stock  outstanding.   Abstentions from  voting and broker non-votes will
have the effect of "no" votes.

          The Board  of Directors  of the  Company deems  the adoption  of  the
amendments to  the Company's Restated Certificate of Incorporation to be in the
best interest  of the  Company and its stockholders and recommends that holders
of the Common Stock vote FOR Proposal II, FOR Proposal III and FOR Proposal IV.


                                      -14-

<PAGE>
 PROPOSALS V AND VI: APPROVAL OF AMENDMENTS TO THE COMPANY'S 1991 STOCK OPTION
                 PLAN AND 1995 NON-QUALIFIED STOCK OPTION PLAN

          The Company's  Board of  Directors  has  determined  that  additional
shares of the Common Stock should be made available for grants of stock options
to the  Company's officers  and other  employees and  consultants who  will  be
responsible for  the profitability  and long-term future growth of the Company.
Accordingly, the  Board has  approved an  amendment to the Company's 1991 Stock
Option Plan  (as amended,  the "1991  Plan") to  increase the maximum number of
shares of  the Common  Stock available for the grant of options thereunder from
1,700,000 shares  to 2,000,000  and an  amendment to  the Company's  1995  Non-
Qualified Stock Option Plan (as amended, the "1995 Plan" and, collectively with
the 1991  Plan, the  "Plans") to  increase the  maximum number of shares of the
Common Stock  available for  the grant  of options  thereunder  from  2,100,000
shares to 2,350,000.  As of October 31, 1998, options with respect to 1,697,244
shares were  outstanding under  the 1991  Plan  and  options  with  respect  to
1,875,000 shares were outstanding under the 1995 Plan.

          The Board  has also  approved, subject  to approval  of the Company's
stockholders, an  amendment with  respect to  the provision  for  amending  the
Plans.  The 1991 Plan currently calls for shareholder approval of any amendment
that would  increase the  aggregate number  of  shares  that  could  be  issued
thereunder, materially  increase the benefits thereunder or modify the class of
persons eligible  to receive  options thereunder.   The  1995  Plan  calls  for
shareholder approval  of any material amendment thereof.  As amended, the Plans
will call  for shareholder approval if such approval is required to ensure that
the grant and exercise of options thereunder are exempt transactions under Rule
16b-3 promulgated  under the  Securities Exchange  Act of  1934, as amended, to
comply with  any rule  or regulation  of a  governmental authority,  applicable
securities exchange  or the Nasdaq National Market or, with respect to the 1991
Plan, to  ensure that  options intended  to qualify  as incentive stock options
under the  Internal Revenue Code of 1986, as amended, meet all requirements for
such qualification.

          If the  amendments are  not approved by the stockholders, the Company
will have  to reevaluate  how it  will  provide  incentives  to  the  Company's
existing and future officers and other employees and consultants.

Summary of the Plans

          The following is a brief summary of the Plans.

          Purpose   The purpose of the Plans is to foster the Company's ability
to  attract,  retain  and  motivate  those  individuals  who  will  be  largely
responsible for the profitability and long-term future growth of the Company.

          Eligible Employees   The  eligible participants  in the 1991 Plan are
the Company's  officers and  other key  employees and  consultants  other  than
directors, as  determined and  designated from  time to  time by  the Company's
Compensation Committee  in its  sole discretion.   The eligible participants in
the 1995  Plan are the Company's officers and other key executive employees, as
determined and  designated from  time to  time by  the  Company's  Compensation
Committee in its sole discretion.

          Grants Under  the Plan   The  1991 Plan  provides for  the  grant  of
options to  purchase shares  of the Common Stock, including options intended to
qualify as  incentive stock  options under  Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").  The 1995 Plan provides for the grant of
options to  purchase shares  of the Common Stock, such options not intending to
qualify as such incentive stock options.


                                      -15-

<PAGE>
          Administration   The  Plans  are  administered  by  the  Compensation
Committee of  the Board  of Directors  of the  Company, each member of which is
intended to be a "Non-Employee Director" within the meaning of Rule 16b-3 under
the Exchange Act.

          Subject to  the provisions  of the  Plans, the Compensation Committee
has the authority and discretion to grant options under the Plans, to interpret
the provisions  of the  Plans and option agreements made thereunder and to take
such other  action as  may be  necessary or desirable in order to carry out the
provisions of the Plans.

          Maximum Shares to be Issued  The maximum number of shares that may be
issued pursuant  to the  grant of  options under  the Plans is 2,000,000 in the
aggregate with  respect to  the 1991  Plan and  2,350,000 in the aggregate with
respect to  the 1995 Plan (subject to anti-dilution adjustments).  In the event
a stock option granted under the Plans expires or terminates prior to exercise,
the shares  subject thereto  will thereafter  be available  for further  option
grants.

          Terms of  Stock Option  Grants   The Compensation Committee specifies
the terms  and conditions  of stock  options granted  under the Plans including
without limitation  the number  of shares  covered by each option, the exercise
price, the option period, any vesting restrictions with respect to the exercise
of the  option and,  with respect  to the  1991 Plan,  whether  the  option  is
intended to  qualify as  an incentive  stock option.   No option under the 1991
Plan may  have an exercise price of less than the par value of the Common Stock
or an  option exercise  period of  more than  ten years.   Options intending to
qualify as  incentive stock  options under  the 1991 Plan and all options under
the 1995  Plan must  have an exercise price per share of not less than the fair
market value  of the  Common Stock  on the date of grant and an option exercise
period of not more than ten years.  Furthermore, an option intending to qualify
as an  incentive stock  option and  granted to  a person who at the time of the
grant holds  more than 10% of the total combined voting power of all classes of
stock of  the Company  must have  an exercise  price per share of not less than
110% of  the fair  market value of the Common Stock on the date of grant and an
option exercise period of not more than five years.

          Restrictions on  Transfer    Options  under  the  Plans  may  not  be
transferred by  an optionee  other than  by will  or by the laws of descent and
distribution and  may be  exercised during  the optionee's lifetime only by the
optionee, except  that an  option under  the 1995  Plan may  be transferred  to
members of the optionee's family or trusts for their benefit.

          Federal Income Tax Consequences  The grant of options under the Plans
will have  no federal  income tax  consequences to  either the  Company or  the
option grantee.  The exercise of incentive stock options will generally have no
federal tax  consequences to  either the  Company or the optionee, although the
excess of the value of the stock over the exercise price is potentially subject
to the  alternative minimum tax under Section 55 of the Code.  Upon exercise of
options other  than incentive stock options, the optionee is subject to federal
income tax  on the excess of the value of the stock over the exercise price and
the Company  is entitled  to take  a corresponding federal income tax deduction
(subject to the limitation on deductibility of executive compensation).

          The foregoing  is a  general description  of the  federal income  tax
consequences relating to the grant and exercise of options under the Plans.  It
does not  purport to cover the special rules under the Code, administrative and
judicial interpretations, possible changes in the law or state and local income
tax consequences.

          Amendment   The Board  of Directors  of the  Company may  at any time
amend or  terminate the  Plans, provided  that no  such amendment  may be  made
without the  approval of the stockholders of the Company to the extent approval
is required  by applicable laws, rules or regulations and provided further that
no amendment or termination may adversely affect the rights of an optionee with
respect to an outstanding option.


                                      -16-

<PAGE>
Grant Information

          It is  not possible to determine the stock option grants that will be
made pursuant  to the  Plans in  the  future.    The  table  below  sets  forth
information regarding  the option  grants that  have been  made under the Plans
since their inception.

                                                  Number of Shares
                                                 Underlying Options
                                     Dollar    ----------------------
   Name and Position                Value(1)   1991 Plan    1995 Plan
- ----------------------------------  --------   ---------   ----------
Michael M. Goldberg...............     -        266,954    1,050,000
 Chairman of the Board and Chief
 Executive Officer
Sam J. Milstein...................     -        150,478      750,000
 President, Chief Scientific
 Officer and Secretary
Robert A. Baughman, Jr............     -         90,268        -    
 Senior Vice President and
 Director of Development
Lewis H. Bender...................     -        141,976        -    
 Senior Vice President, Business
 Development
Barry B. Kanarek..................     -        125,000        -    
 Senior Vice President, Clinical
 Affairs and Chief Medical Officer
All current executive officers as
  a group.........................     -        774,676    1,800,000
All current directors who are not
 executive officers as a group (2)    -          -            -    
All employees, including all
 current officers who are not
 executive officers, as a group...     -      1,269,824       75,000
_______________________________
(1) Based  upon the  excess of the fair market value of the Common Stock on the
    date of grant over the exercise price.
(2) Directors  of  the  Company  who  are  not  also  either  employees  of  or
    consultants to the Company are not eligible to participate in the Plans.

Voting

          The amendments  to the  Plans must  be approved  by a majority of the
total votes  cast on  each proposal.   An  abstention  from  voting  on  either
proposal will  have the effect of a "no" vote.  Broker non-votes are considered
not cast and therefore will not affect the outcome of the vote.

          The Board  of Directors  of the  Company deems  the approval  of  the
amendments to  the 1991  Stock Option  Plan and  the 1995  Non-Qualified  Stock
Option Plan  to be in the best interest of the Company and its stockholders and
recommends that  holders of  the Common  Stock vote  FOR  Proposal  V  and  FOR

Proposal VI.


                                      -17-

<PAGE>
 
     PROPOSAL VII:  RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

          The Board  of Directors  has selected  PricewaterhouseCoopers LLP  to
serve as  independent accountants  for the  fiscal year  ending July  31, 1999.
PricewaterhouseCoopers LLP  has served as the Company's independent accountants
since November 1991.

          A representative  of PricewaterhouseCoopers  LLP 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.

          On October  1, 1998  Emisphere  Technologies,  Inc.  (the  "Company")
engaged PricewaterhouseCoopers  LLP as the independent accountants to audit the
financial statements  of  Ebbisham  Limited  ("Ebbisham"),  the  joint  venture
company  owned  equally  by  the  Company  and  Elan  Corporation plc.    KPMG,
Ebbisham's   independent    chartered   accountants    upon    whose    opinion
PricewaterhouseCoopers LLP  relied for  the period from the commencement of its
operations on  September 26, 1996 to July 31, 1997, will continue as Ebbisham's
independent chartered accountants but was dismissed by the Company with respect
to an  opinion upon which PricewaterhouseCoopers LLP relied for the fiscal year
ended July 31, 1998.

          Neither  PricewaterhouseCoopers   LLP's  report   on  the   Company's
financial statements  for the  1996 and  1997 fiscal years nor KPMG's report on
Ebbisham for  the period  from the  commencement of  its operations to July 31,
1997 contained  an adverse  opinion or disclaimer of opinion and neither report
was qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.  During the Company's 1996 and 1997 fiscal years and the subsequent
period preceding  the dismissal  of KPMG,  there were neither (i) disagreements
with KPMG  on any  matter  of  accounting  principles  or  practice,  financial
statement disclosure  or auditing  scope or  procedure, which disagreements, if
not resolved  to the  satisfaction of  KPMG,  would  have  caused  it  to  make
reference to  the subject matter thereof in connection with its report nor (ii)
any of  the reportable  events listed in paragraphs (a)(1)(v)(A) through (D) of
Item 304  of Regulation S-K  promulgated under  the Securities  Exchange Act of
1934, as amended.

          Prior  to   the  engagement  of  PricewaterhouseCoopers  LLP  as  the
independent accountant  to audit  Ebbisham's financial  statements, neither the
Company nor  Ebbisham consulted  with PricewaterhouseCoopers  LLP regarding the
application  of  accounting  principles  to  a  specified  transaction,  either
completed or  proposed, or  the type of audit opinion that might be rendered on
the  Company's   financial  statements.    The  Company's  decision  to  change
accountants with  respect to  the audit  of Ebbisham's financial statements was
not recommended  or approved  by the  audit committee of the Company's Board of
Directors.

          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 PricewaterhouseCoopers  LLP as independent accountants of the
Company.

          The Board  of Directors  of the Company deems the ratification of the
selection of  PricewaterhouseCoopers LLP  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 VII.


                                      -18-

<PAGE>
                                   FORM 10-K

          Stockholders may obtain without charge a copy of the Company's Annual
Report on  Form 10-K  for the  fiscal year  ended July  31, 1998  by  directing
written requests  to Investor  Relations, Emisphere Technologies, Inc., 765 Old
Saw Mill River Road, Tarrytown, New York  10591.


                             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
January 2000  must be  received by the Company no later than July 31, 1999, for
inclusion in the Board of Directors' proxy statement and form of proxy relating
to the meeting.


                                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 18, 1998



                                      -19-

<PAGE>

                                                                     Appendix A

                         EMISPHERE TECHNOLOGIES, INC.

                              PROPOSED AMENDMENT

                                    to the


                     RESTATED CERTIFICATE OF INCORPORATION


     RESOLVED that  Article FOURTH  and  Article  TENTH  of  the  Corporation's
Certificate of Incorporation be amended to read in full as follows:

                                  *  *  *  *

       FOURTH: The total  number of  shares of  stock which  the  Corporation
  shall have  the authority  to  issue  is  forty-one  million  (41,000,000),
  consisting of  40,000,000 shares  of common stock, $.01 par value per share
  ("Common Stock"),  and 1,000,000  shares of preferred stock, $.01 par value
  per share ("Preferred Stock").

                                  *  *  *  *

       TENTH:  For the  management of the business and for the conduct of the
  affairs of  the Corporation,  and in  further  definition,  limitation  and
  regulation of the powers of the corporation and of its directors and of its
  stockholders or  any class  thereof, as  the case  may be,  it  is  further
  provided:

            (a)     Number,  Election   and  Terms  of  Office  of  Board  of
  Directors.   The business of the Corporation shall be managed by a Board of
  Directors consisting  of not  less than three nor more than twelve members,
  the exact  number of  directors within such minimum and maximum limitations
  to be  fixed from  time to  time by resolution adopted by a majority of the
  entire Board  of Directors  then in  office, whether  or not  present at  a
  meeting.   Directors need  not be  stockholders of  the Corporation.    The
  directors shall  be divided  into three  classes with the term of office of
  the first  class to  expire at  the first annual meeting of stockholders of
  the Corporation  next following  the end  of the  Corporation's fiscal year
  ending July  31, 1999,  the term of office of the second class to expire at
  the first  annual meeting of stockholders of the Corporation next following
  the end  of the Corporation's fiscal year ending July 31, 2000 and the term
  of  office  of  the  third  class  to  expire  at  the  annual  meeting  of
  stockholders of the Corporation next following the end of the Corporation's
  fiscal year  ending July  31, 2001.  At each annual meeting of stockholders
  following such  initial election  as specified  above, directors elected to
  succeed those  directors whose  terms expire shall be elected for a term of
  office to  expire at  the third  succeeding annual  meeting of stockholders
  after their election.

            (b)     Adoption, Amendment and Repeal of By-Laws.   The power to
  adopt, amend  or repeal  by-laws of  the Corporation shall be vested in the
  Board of  Directors;  provided,  however,  that  the  stockholders  of  the
  Corporation may  adopt, amend or repeal by-laws of the Corporation upon the
  affirmative vote  of a  majority of  the stock  outstanding and entitled to
  vote thereon.


                                      A-1

<PAGE>
            (c)     Newly Created  Directorships and  Vacancies.   Subject to
  the  rights   of  the  holders  of  any  series  of  Preferred  Stock  then
  outstanding, newly created directorships resulting from any increase in the
  authorized number  of directors  or any vacancies in the Board of Directors
  resulting from  death, resignation,  retirement, disqualification,  removal
  from office  or other  cause shall  be filled  by a  majority vote  of  the
  remaining directors  then in  office, although  less than a quorum, or by a
  sole remaining  director and any director so chosen shall hold office for a
  term expiring  at the  annual meeting  of stockholders at which the term of
  the class  to which  he or  she has  been elected expires or, in each case,
  until his  or her  successor is  duly elected and qualified.  Except as may
  otherwise be  specified in  the designations  of rights  of any  series  of
  Preferred Stock  then outstanding,  no decrease  in the number of directors
  constituting the Board of Directors shall shorten the term of any incumbent
  director.

            (d)     Removal of  Directors.   The removal of a director may be
  effected only for cause and only upon the affirmative vote of a majority of
  the stock outstanding and entitled to vote for the election of directors.

            (e)     Action by  Stockholders.   Notwithstanding the provisions
  of Section 228  of the General Corporation Law of the State of Delaware (or
  any successor  statute), any  action required  or permitted by such General
  Corporation  Law   to  be  taken  at  any  annual  or  special  meeting  of
  stockholders of  the Corporation  shall be  taken only at such an annual or
  special meeting  of stockholders  and may  not be  taken by written consent
  without  a   meeting.    At  any  annual  meeting  or  special  meeting  of
  stockholders of  the Corporation,  only such  business as  has been brought
  before  such  meeting  in  the  manner  provided  by  the  by-laws  of  the
  Corporation shall be conducted.

            (f)     Special Meetings  of Stockholders.   Special  meetings of
  stockholders of  the Corporation  may  be  called  only  by  the  Board  of
  Directors, the  Chairman of  the Board  of Directors or the Chief Executive
  Officer of the Corporation and shall be held at such place or places within
  or without  the State  of Delaware  as may  be designated  by the  Board of
  Directors or  the person  calling such  meeting and  stated in  the  notice
  thereof.

            (g)     Amendments  to   this  Article  TENTH.    Notwithstanding
  anything in this Restated Certificate of Incorporation to the contrary, the
  amendment of  this Article  TENTH shall  require either (i) the affirmative
  vote of a two-thirds majority of the stock outstanding and entitled to vote
  or (ii) the unanimous approval of the Board of Directors of the Corporation
  and a majority of the stock outstanding and entitled to vote.


                                      A-2

<PAGE>

                                                                     Appendix B

                         EMISPHERE TECHNOLOGIES, INC.

                                    BY-LAWS


                                  *  *  *  *

          SECTION 1.2.   Special  Meetings.   A special meeting of stockholders
may be  called at any time by the Board of Directors, the Chairman of the Board
or the  Chief Executive  Officer.   Any such meeting shall be held at such time
and at  such place,  within or  without the  State of  Delaware,  as  shall  be
determined by the body or person calling such meeting and as shall be stated in
the notice  of such  meeting.   At any  special  meeting  of  stockholders,  no
business may  be transacted  other than  (i) such business stated in the notice
thereof given  pursuant to  Section 1.3  hereof or  (ii) such  business  as  is
related to  the purpose  or purposes  of such  meeting and  which  is  properly
brought before the meeting by or at the direction of the Board.
                                  *  *  *  *

          SECTION 1.5.   Conduct  of the  Meeting.   (a)  At  each  meeting  of
stockholders the  Chairman of the Board, or in his absence the President, or in
his absence  the person  designated in writing by the Chairman of the Board, or
if no  person is  so designated,  then a  person designated  by  the  Board  of
Directors, shall  preside as  chairman of  the meeting;  if  no  person  is  so
designated, then  the meeting  shall choose  a chairman by plurality vote.  The
Secretary, or  in his  absence a  person designated  by  the  chairman  of  the
meeting, shall act as secretary of the meeting.

          (b)   No person  shall be  eligible for  election  to  the  Board  of
Directors at  an annual  or special  meeting of stockholders of the Corporation
unless such  person has been nominated (i) by or at the direction of the Board,
(ii) by a  nominating committee  or person appointed by the Board or (iii) by a
stockholder of  record of  the Corporation  who is  entitled to  vote  for  the
election of  directors and  who has given the Corporation timely written notice
(the "Notice  of Nomination")  in accordance  with the  provisions hereof.  The
Notice of  Nomination shall  set forth  (i) the  name and record address of the
stockholder proposing  to make  the nominations,  (ii) the  class and number of
shares of  capital stock  held of  record, held beneficially and represented by
proxy held  by such  person as of the record date for the meeting and as of the
date of  the Notice of Nomination, (iii) all information regarding each nominee
proposed by  such stockholder  that would  be required  to be  set forth  in  a
definitive proxy  statement filed  with the  Securities and Exchange Commission
pursuant to  Section 14  of the Securities Exchange Act of 1934, as amended, or
any successor  statute thereto (the "Exchange Act"), and the written consent of
each such nominee to serve if elected and (iv) all other information that would
be required  to be  filed with  the Securities  and Exchange  Commission if the
person proposing  such nominations were a participant in a solicitation subject
to Section 14 of the Exchange Act.

          (c)  No business shall be conducted at any annual meeting of
Stockholders unless such business is properly brought before the meeting and no
business shall  be properly  brought before  a meeting  unless such business is
(i) specified in  the notice of meeting (or any supplement thereto) given by or
at the  direction of  the Board,  (ii) otherwise properly  brought  before  the
meeting by  or at  the direction  of the  Board or  (iii) specified in a timely
written notice  (the  "Notice  of  Business")  given  by  or  on  behalf  of  a
stockholder of  record of  the Corporation  in accordance  with the  provisions
hereof.  The Notice of Business shall set forth (i) the name and record address
of the stockholder proposing such business, (ii) the class and number of shares
of capital  stock held  of record,  held beneficially  and represented by proxy
held by  such stockholder  as of  the record date for the meeting and as of the
date of such Notice of Business, (iii) a brief description of the business such
stockholder desires  to bring  before the  annual meeting  and the  reasons for
conducting such business at the annual meeting, (iv) any material interest such
stockholder has  in such  business and  (v) all other information that would be
required to  be filed with the Securities and Exchange Commission if the person
proposing such  Stockholder business  were  a  participant  in  a  solicitation
subject to Section 14 of the Exchange Act.


                                      B-1

<PAGE>
          (d) The  Notice of  Nomination and  the Notice  of Business shall, in
order to  meet the  requirement of timeliness,  be delivered to the Corporation
in person  or, if  mailed, received  at the  principal executive offices of the
Corporation addressed  to the  attention of the Secretary not less than 30 days
nor more  than 60  days prior  to the  annual meeting  or  special  meeting  of
stockholders; provided,  however, that, in the event that notice of the meeting
is first given or made to the stockholders of the Corporation less than 40 days
prior to  the date  of the  meeting, the  Notice of Nomination or the Notice of
Business, as  the case  may be,  shall, in  order to  meet the  requirement  of
timeliness, be  received no  later than  the close of business on the tenth day
following the  earlier of  (i) the  date on which such notice of the meeting is
mailed or  (ii) the  date public disclosure of the date of the meeting is first
made.   For purposes  of the  foregoing, public  disclosure shall  be deemed to
include any  press release  reported by the Dow Jones News Services, Associated
Press or  comparable national  news service  and any document publicly filed by
the Corporation  with  the  Securities  and  Exchange  Commission  pursuant  to
Sections 13, 14 or 15(d) of the Exchange Act.

          (e) The  chairman  of  the  meeting  shall,  if  the  facts  warrant,
determine and  declare to the meeting that any proposals by a stockholder for a
nomination to the Board or for business to be conducted at the meeting were not
made in  accordance  with  the  foregoing  procedures  and,  if  he  should  so
determine, any  such defective  nomination shall  be  discarded  and  any  such
defective proposal  for business  to be  conducted shall  be stricken  from the
agenda for the meeting.

                                  *  *  *  *


                                      B-2

<PAGE>
                         EMISPHERE TECHNOLOGIES, INC.
                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591

          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  November 27,  1998 at  the Annual
Meeting of  Stockholders to  be held on January 25, 1999 or any adjournments or
postponements thereof.

1.   ELECTION OF DIRECTORS

          Nominees:            
  Michael M. Goldberg, M.D.    STOCKHOLDERS MAY WITHHOLD AUTHORITY TO VOTE
     Jere E. Goyan, Ph.D       FOR ANY  NOMINEE BY  DRAWING A LINE THROUGH
 Mark I. Greene, M.D., Ph.D.   OR OTHERWISE  STRIKING OUT THE NAME OF SUCH
      Peter Barton Hutt        NOMINEE.  ANY PROXY EXECUTED IN SUCH MANNER
      Robert J. Levenson       AS NOT  TO WITHHOLD  AUTHORITY TO  VOTE FOR
    Sam J. Milstein, Ph.D.     THE ELECTION OF ANY NOMINEE SHALL BE DEEMED
        Howard M. Pack         TO GRANT SUCH AUTHORITY.
  Joseph R. Robinson, Ph.D.


        __ GRANT authority to vote for      __ WITHOLD authority to
           the eight   nominees  as  a         vote  for  the eight
           group                               nominees as a group

2.   Approval  and  adoption  of  the  amendments  to  the  Company's  Restated
     Certificate of Incorporation to increase the number of authorized share

        __ FOR           __ AGAINST       __ ABSTAIN

3.   Approval  and  adoption  of  the  amendments  to  the  Company's  Restated
     Certificate of  Incorporation to provide for a staggered Board and related
     matters

        __ FOR           __ AGAINST       __ ABSTAIN

4.   Approval  and  adoption  of  the  amendments  to  the  Company's  Restated
     Certificate of  Incorporation to  provide for  stockholder action  only by
     meeting and related matters

        __ FOR           __ AGAINST       __ ABSTAIN

5.   Approval and adoption of the amendments to the Company's 1991 Stock Option
     Plan

        __ FOR           __ AGAINST       __ ABSTAIN

6.   Approval and  adoption of  the  amendments  to  the  Company's  1995  Non-
     Qualified Stock Option Plan

        __ FOR           __ AGAINST       __ ABSTAIN

7.   Ratification    of     the    Board    of    Directors'    selection    of
     PricewaterhouseCoopers  LLP   to  serve   as  the   Company's  independent
     accountants for the fiscal year ending July 31, 1999

        __ FOR           __ AGAINST       __ ABSTAIN

8.   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 _______________________, 199_

                                   _________________________________________
                                                   (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   corporation,  please  sign  in  full
                                   corporate  name   by  president   or   other
                                   authorized  officer.     If  a  partnership,
                                   please   sign   in   partnership   name   by
                                   authorized person.