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:                 


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


                                                    November 28, 1997



Dear Stockholder:

          You are  cordially invited  to attend  the Company's Annual
Meeting of  Stockholders to  be held on Thursday, January 15, 1998 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  1991 Stock  Option Plan  and 1995  Non-
Qualified Stock  Option Plan,  to  approve  the  Directors'  Deferred
Compensation Stock  Plan  and  to  ratify  the  Board  of  Directors'
selection of  Coopers &  Lybrand L.L.P.  to serve  as  the  Company's
independent accountants for the fiscal year ending July 31, 1998.

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

          Thank you for your cooperation.

                                   Very truly yours,

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



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

                   ________________________________


               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                   ________________________________

                                                   Hawthorne, New York
                                                     November 28, 1997

          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 Thursday, January 15,
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 seven directors to serve until the next annual
     meeting of stockholders and until their respective successors are
     elected and qualified;

          2.   To approve and adopt an amendment to the Company's 1991
     Stock Option  Plan increasing the maximum number of shares of the
     Company's Common  Stock  available  for  issuance  thereunder  by
     300,000;

          3.   To approve and adopt an amendment to the Company's 1995
     Non-Qualified Stock  Option Plan increasing the maximum number of
     shares of  the Company's  Common  Stock  available  for  issuance
     thereunder by 200,000;

          4.   To approve  the Directors'  Deferred Stock Compensation
     Plan providing  for the  issuance of  up to  25,000 shares of the
     Company's Common Stock thereunder;

          5.   To ratify  the Board of Directors' selection of Coopers
     &  Lybrand   L.L.P.  to   serve  as   the  Company's  independent
     accountants for the fiscal year ending July 31, 1998; and

          6.   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  26, 1997  will be entitled to receive notice of, and vote
at, said  meeting.   A list  of stockholders  entitled to  vote at the
meeting is  open to  examination by  any stockholder  at the principal
offices of the Company, 15 Skyline Drive, Hawthorne, New York  10532.

          All stockholders are cordially invited to attend the meeting
in person.   In any event, please mark your votes, then date, sign and
return the  accompanying form  of proxy  in the  envelope enclosed for
that purpose  (to which  no postage  need be  affixed if mailed in the
United States)  whether or  not you  expect to  attend the  meeting in
person.   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









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

                   ________________________________

 
                          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  Thursday, January  15, 1998, at 10:00 a.m. local time, and at
any and  all  adjournments  thereof.    Stockholders  may  revoke  the
authority granted  by their  execution of proxies at any time prior to
their use  by filing  with the  Secretary of  the  Company  a  written
revocation or duly executed proxy bearing a later date or by attending
the meeting  and voting  in person.   Solicitation  of proxies will be
made chiefly  through the  mails, but  additional solicitation  may be
made by  telephone or telegram by the officers or regular employees of
the Company.   The Company may also enlist the aid of brokerage houses
or  the   Company's  transfer   agent  in  soliciting  proxies.    All
solicitation expenses,  including costs  of preparing,  assembling and
mailing proxy  material, will  be borne  by the  Company.   This proxy
statement  and   accompanying  form  of  proxy  are  being  mailed  to
stockholders on or about December 4, 1997.

          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
seven nominees named herein, FOR the approval of the amendments to the
1991 Stock  Option Plan  and the 1995 Non-Qualified Stock Option Plan,
FOR the  approval of  the Directors'  Deferred Compensation Stock Plan
and FOR ratification of the Board of Directors' selection of Coopers &
Lybrand L.L.P.  to serve  as the Company's independent accountants for
the fiscal year ending July 31, 1998.

          If a  quorum is  present  at  the  meeting,  those  nominees
receiving a  plurality of the votes cast will be elected as directors.
A majority  of the  votes cast  (excluding abstentions and broker non-
votes) will  be required  for the approval of the amendments to the to
the 1991  Stock Option  Plan and  the 1995  Non-Qualified Stock Option
Plan, the  approval of the Directors' Deferred Compensation Stock Plan
and the  ratification of  the Board's  selection of  Coopers & Lybrand
L.L.P. as the Company's independent accountants.


                                VOTING

          Only stockholders  of record  at the  close of  business  on
November 26,  1997 will  be entitled to vote at the meeting or any and
all adjournments  thereof.   As of  November 26,  1997 the Company had
outstanding 10,707,672  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.

                                 -2-

           BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN
                     STOCKHOLDERS AND MANAGEMENT

          The following  table sets  forth certain  information, as of
November 10, 1997, 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    Percent
 Name and Address of                             of Beneficial         of
  Beneficial Owner (1)                           Ownership (2)       Class

 Amerindo Investment Advisors Inc.                                  
  and affiliates (3).................              1,107,300          10.3%
  One Embarcardero Center, Suite 2300
  San Francisco, California  94111-3162
 Elan International Services Ltd.....                850,000           7.8%
  102 St James Court
  Flatts Smiths FL04
  Bermuda
 INVESCO PLC and affiliates (4)......              1,243,800          11.6%
  11 Devonshire Square
  London EC2M 4YR
  England
 Michael M. Goldberg, M.D............              1,096,058 (5)       9.3%
 Sam J. Milstein, Ph.D...............                668,206           5.9%
 Howard M. Pack......................                163,383 (6)       1.5%
 Jere E. Goyan, Ph.D.................                 70,000            *
 Peter Barton Hutt, Esq..............                 70,000            *
 Mark I. Greene, M.D., Ph.D..........                 50,333            *
 Joseph R. Robinson, Ph.D............                  2,000            *
 Robert A. Baughman, Jr., Pharm.D., Ph.D.            139,801           1.3%
 Lewis H. Bender.....................                 44,831            *
 All directors and executive officers
  as a group.........................              2,304,612 (5)(6)   17.9%
_______________________________
* Less than 1%
(1)  Unless otherwise  specified, the address of each beneficial owner
  is c/o the Company, 15 Skyline Drive, Hawthorne, New York 10532.
(2)  The number  of shares  set forth  for Elan International Services
  Ltd. and  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 or warrants
  issued by the Company:
                                             Number of Shares
       Elan International Services Ltd...         250,000
       Dr. Goldberg......................       1,059,095
       Dr. Milstein......................         659,204
       Mr. Pack..........................          70,000
       Dr. Goyan.........................          70,000
       Mr. Hutt..........................          70,000
       Dr. Greene........................          50,333
       Dr. Robinson......................           2,000
       Dr. Baughman......................         136,258
       Mr. Bender........................          40,814
       All directors and executive 
         officers as a group                    2,157,704

                                 -3-
(3)  Based on  a Schedule 13G filed April 4, 1997, 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 1,107,300
  shares.

(4)  Based on  a Schedule 13G filed February 14, 1997, INVESCO PLC, an
  English corporation,  INVESCO North American Group, Ltd., an English
  corporation, INVESCO,  Inc., a  Delaware corporation,  INVESCO North
  American Holdings,  Inc., a  Delaware corporation, and INVESCO Funds
  Group, Inc.,  a Delaware  corporation, share  voting and dispositive
  power with respect to 1,243,800 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.



                  PROPOSAL I:  ELECTION OF DIRECTORS

          At the  meeting, seven  directors (constituting  the  entire
Board of  Directors) are  to be elected to serve until the next annual
meeting of  stockholders and  until their  respective  successors  are
elected  and   qualified.     The  proxies   given  pursuant  to  this
solicitation will be voted in favor of the seven nominees listed below
unless authority  is withheld.  Should a nominee become unavailable to
serve for  any reason,  the proxies  will be  voted for an alternative
nominee to be determined by the persons named in the proxy.  The Board
of Directors  has no  reason to  believe  that  any  nominee  will  be
unavailable.   Proxies cannot be voted for a greater number of persons
than the number of nominees named.  The election of directors requires
a plurality  vote of those shares voted at the meeting with respect to
the election of directors.

Information Concerning Nominees

          The persons  nominated as  directors of  the Company (all of
whom are  currently directors  of the Company), their respective ages,
the year  in which  each first  became a  director of  the Company and
their principal  occupations or  employment during the past five years
are as follows:

                                     Year
                                    First
                                   Elected
      Name                    Age  Director      Position with the Company  

 Michael M. Goldberg, M.D.    38     1990        Chairman of  the Board of
                                                 Directors    and    Chief
                                                 Executive Officer
 Jere E. Goyan, Ph.D......    67    1992         Director
 Mark I. Greene, M.D., Ph.D.  49    1995         Director
 Peter Barton Hutt, Esq...    63    1992         Director
 Sam J. Milstein, Ph.D....    48    1991         Director,      President,
                                                 Chief Scientific  Officer
                                                 and Secretary
 Howard M. Pack...........    79    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.

                                 -4-

          Jere E. Goyan, Ph.D., is President, Chief Operating Officer,
and a  director of  Alteon, Inc.,  a development  stage pharmaceutical
company, where  he started  as  Senior  Vice  President  Research  and
Development in  January 1993.   Prior  thereto he  was a  Professor of
Pharmacy and  Pharmaceutical Chemistry  and the  Dean of the School of
Pharmacy at  the University  of California,  San  Francisco,  and  has
served  in   various  other   academic,  administrative  and  advisory
positions, including  that  of  Commissioner  of  the  Food  and  Drug
Administration.     He  currently   serves  as  a  director  of  Atrix
Corporation, SciClone Pharmaceuticals and Boeringer Ingelheim.

          Mark I.  Greene, M.D., Ph.D. has been Professor of Medicine,
Department of  Pathology, School  of Medicine  at  the  University  of
Pennsylvania for more than the past five years.

          Peter Barton  Hutt, Esq.,  has for  more than  the past five
years been  a partner  at the  law firm  of  Covington  &  Burling  in
Washington, D.C.,  where he  specializes in  the practice  of food and
drug law.   He currently serves as a director of IDEC Pharmaceuticals,
Inc., Interneuron  Pharmaceuticals, Inc.  and Sparta  Pharmaceuticals,
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.   For more
than five  years until  November 1992,  Mr. Pack served as Chairman of
the Board  for Seatrain  Lines, Inc.,  a cargo  company that  filed  a
consent to  an  involuntary  petition  for  reorganization  under  the
Federal Bankruptcy  Code in  February 1981  and  a  plan  of  complete
liquidation under Chapter 7 thereof in November 1992.

          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.

Meetings and Committees of the Board of Directors

          During the  fiscal year  ended July  31, 1997,  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 one meeting during the fiscal year ended July 31, 1997.

                                 -5-

          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, 1997 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 has  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 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,   directors  will  receive,  pursuant  to  the
Directors Deferred  Compensation Stock Plan, a number of shares of the
Common Stock  for each  meeting of  the Board  or a  committee thereof
attended.  See Proposal IV.

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 seven  nominees listed  above as  directors  to  be  in  the  best
interest of  the Company  and its  stockholders and  recommends a vote
"
FOR" their election.


                        EXECUTIVE COMPENSATION

     The  following   table  sets   forth  information  regarding  the
aggregate compensation  paid by the Company for the three fiscal years
ended July 31, 1997 to the Company's Chief Executive Officer and other
executive officers  whose total  compensation exceeded $100,000 during
the last fiscal year:

                                 -6-


<TABLE>
                      SUMMARY COMPENSATION TABLE
<CAPTION>
                                           Annual
                                Fiscal  Compensation         Stock          Other
 Name and Principal Position     Year       <F1>         Option Grants       <F2>
<S>                             <C>       <C>          <C>                 <C>
 Michael M. Goldberg.....        1997     $359,880       4,985 shares<F3>  $4,750
  Chairman of the Board and      1996      335,349     756,749 shares       4,620
  Chief Executive Officer        1995      227,605      16,507 shares       4,497

 Sam J. Milstein.........        1997     $312,904       4,253 shares<F3>  $4,750
  President, Chief Scientific    1996      287,683     555,903 shares       3,850
  Officer and Secretary          1995      202,187      10,792 shares       3,850

 Robert A. Baughman, Jr..        1997     $195,337      22,724 shares      $4,750
  Senior Vice President and      1996      180,154       3,664 shares       3,175
  Director of Development        1995      165,641       8,131 shares       2,910

 Lewis H. Bender.........        1997     $144,479      51,843 shares      $2,748
  Senior Vice President,         1996      120,125      77,396 shares       2,032
  Business Development<F4>
_______________________________
<FN>
<F1> Annual compensation  consists solely  of base  salary except that
  Drs. Goldberg,  Milstein and  Baughman were  also paid  in  lieu  of
  earned vacations  $31,280, $38,231 and $22,212, respectively, during
  the 1997  fiscal year,  $25,349, $33,873  and $20,154, respectively,
  during  the   1996  fiscal   year  and   $0,  $14,808  and  $12,308,
  respectively, during  the 1995  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.  During a portion of
  the 1995  fiscal year,  the executive  officers  and  certain  other
  employees  of  the  Company  agreed  to  forgo  a  portion  of  cash
  compensation in  return for an option to purchase a number of shares
  of the  Common Stock  determined by  dividing  the  amount  of  cash
  compensation forgone by the fair market value of the Common Stock on
  the date of grant of the option.

<F2> Other compensation consists solely of matching contributions made
  by the  Company under  a  defined  contribution  plan  available  to
  substantially all employees.

<F3> 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 for Dr. Milstein.  The Board also extended from
  July 31,  1997 to  July 31,  2002  the  expiration  dates  for  such
  options.

<F4> Mr. Bender  became an executive officer of the Company in October
  of 1995.
</FN>
</TABLE>

                                 -7-

     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, 1997:


<TABLE>
    STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED JULY 31, 1997
<CAPTION>
                                   Percent       
                        Number    of Total                             Potential
                       of Shares   Option                         Realizable Value at
                        Under-     Shares                           Assumed Annual
                         lying     Granted   Exercise               Annual Rates of
                        Options      to       Price     Expir-  Stock Price Appreciation
                        Granted   Employees    Per      ation       for Option Term
Name                     <F1>       <F2>      Share      Date        5%        10%
<S>                     <C>       <C>        <C>       <C>       <C>       <C>
 Michael M. Goldberg     2,388      <F3>     $  7.13    2/1/97   $  3,005  $    3,005
                           999      <F3>       13.175   5/1/97      2,323       2,323
                           748      <F3>       16.15    8/1/97      2,132       2,132
                           850      <F3>       14.50   11/1/97      2,175       2,175
 Sam J. Milstein.        1,888      <F3>     $  7.13    2/1/97   $  2,376  $    2,376
                           918      <F3>       13.175   5/1/97      2,134       2,134
                           603      <F3>       16.15    8/1/97      1,719       1,719
                           844      <F3>       14.50   11/1/97      2,160       2,160
 Robert A.  Baughman,    1,197      <F3>     $  7.13    2/1/97   $  1,056  $    1,056
 Jr..............          532      <F3>       13.175   5/1/97      1,237       1,237
                           398      <F3>       16.15    8/1/97      1,134       1,134
                           592      <F3>       14.50   11/1/97      1,515       1,515
                        20,000      5.0%       10.00    9/3/06    125,579     318,748
 Lewis H. Bender.          658      <F3>     $  7.13    2/1/97   $    828  $      828
                           407      <F3>       13.175   5/1/97        946         946
                           351      <F3>       16.15    8/1/97      1,000       1,000
                           427      <F3>       14.50   11/1/97      1,093       1,093
                        50,000      1.4%       16.875  3/21/07    530,630   1,344,720
_______________________________
<FN>
<F1>  Options that expired in 1997 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  2006 or 2007 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 1997 fiscal
  year  to  employees  includes  52,259  shares  under  the  Company's
  Employee  Stock   Purchase  Plan  or  Non-Qualified  Employee  Stock
  Purchase Plan,  275,500 shares under the Company's 1991 Stock Option
  Plan and  75,000 shares under the Company's 1995 Non-Qualified Stock
  Option Plan.

<F3>  Less than 1.0%
</FN>
</TABLE>





                                 -8-

     The following table sets forth information as to the exercises of
options during  the fiscal year ended July 31, 1997 and the number and
value of  unexercised options  held by  the executive  officers  named
above as of July 31, 1997:

        AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                        Exercises During
                        the Fiscal Year          Number of
                       Number                 Shares Undelying       Value of Unexercised
                         of                  Unexercised Options   In-the-Money Options<F1>
                       Shares     Value       Exer-      Unexer-      Exer-       Unexer-
 Name                 Acquired  Realized     cisable     cisable     cisable      cisable
<S>                   <C>       <C>        <C>           <C>       <C>          <C>
 Michael M. Goldberg    1,919   $2,051<F2> 1,189,095<F6>  450,000  $10,667,937  $4,837,500
                          969    2,544<F3>
                        2,388   40,298<F4>
                          999    2,323<F5>
 Sam J. Milstein        1,547   $1,653<F2>   659,204      330,000  $ 5,855,738  $3,547,500
                          781    2,050<F3>
                        1,888   31,860<F4>
                          918    2,134<F5>
 Robert A. Baughman,      990   $1,058<F2>   136,258          -    $ 1,043,987         -  
 Jr.............          500    1,313<F3>
                        1,197   20,199<F4>
                          532    1,237<F5>
 Lewis H. Bender          774   $  827<F2>    40,814      102,000  $   463,243  $  720,475
                          391    1,026<F3>
                          658   11,104<F4>
                          407      946<F5>
_______________________________
<FN>
<F1>  Based on  a closing  price of  $19.375 on  July 31,  1997 on  the
  Nasdaq National Market.

<F2>  Based on a closing price of $7.125 on August 1, 1996, the date of
  exercise, on the Nasdaq National Market.

<F3>  Based on a closing price of $14.625 on November 1, 1996, the date
  of exercise, on the Nasdaq National Market.

<F4>  Based on  a closing price of $24.00 on February 3, 1997, the date
  of exercise, on the Nasdaq National Market.

<F5>  Based on  a closing  price of  $19.00 on May 1, 1997, 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  $348,316 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  $280,900 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.   The agreements also provide for
the grant  of an option to purchase 750,000 shares of the Common Stock
with respect  to Dr. Goldberg and an option to purchase 550,000 shares
with respect  to Dr.  Milstein.  The options have an exercise price of
$8.625 per  share and  they expire on October 5, 2005 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.

                                 -9-

     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.

     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 1997 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, 1992
in each  of the  Company's Common  Stock, the  stocks  comprising  the
Nasdaq  Market   Index  and   the   stocks   comprising   the   Nasdaq
Pharmaceutical Index.

                                     Nasdaq      Nasdaq
                       Emisphere     Market      Pharm.
             7/31/92      100         100         100
             7/31/93       79         122          80
             7/31/94       22         125          78
             7/31/95       36         176          99
             7/31/96       40         191         120
             7/31/97      102         283         141

                                 -10-

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 AND III: 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
1,400,000 shares  to 1,700,000  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 1,900,000 shares to 2,100,000.  As of October
31, 1997,  options with  respect to  1,444,470 shares were outstanding
under the  1991 Plan and options with respect to 1,875,000 shares were
outstanding under  the 1995  Plan.  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.

                                 -11-

          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
1,700,000 in the aggregate with respect to the 1991 Plan and 2,100,000
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.

                                 -12-

          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.

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
                                    Dollar      Underlying Options    
   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        -    
 Vice President of Business Development
All current executive officers
 as a group.....................     -          649,676    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      -         865,226       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 II and FOR Proposal III.

                                 -13-


 PROPOSAL IV: APPROVAL OF THE DIRECTORS' DEFERRED COMPENSATION STOCK
                                 PLAN

          The Board  has unanimously  adopted the  Directors' Deferred
Compensation  Stock   Plan  ( the  "Plan")  providing   for  the
issuance of up to 25,000 shares of the Common Stock in connection with
the  payment   of  deferred  compensation  to  outside  directors  for
attending meetings  of the  Board.   The Plan  is  set  forth  in  its
entirety as Appendix A hereto and is summarized below.  If the Plan is
not approved  by the stockholders, the Company will have to reevaluate
how it will compensate outside directors for attending meetings of the
Board.

Summary of the Plan

          The  eligible  participants  in  the  Plan  are the Company's 
directors who are neither officers nor employees of the Company and who
do not  own 5%  or more  of the shares of the Common Stock outstanding. 
There are currently five directors eligible to participate in the Plan.
Pursuant to the  Plan, the  Company  shall set up and maintain for each 
eligible director an account (each a "Share Account"). For each meeting
attended by an eligible director,a number of shares of the Common Stock
will be allocated  to  such  director's  Share Account equal to (i) the 
amount  of  compensation  as  determined  by the Board of Directors for 
attending  such  meeting  divided by  (ii) the fair market value of the 
Common  Stock  as  of the date  of  such meeting.  With respect to cash 
dividends and distributions paid by the Company, the Plan provides that
a number of shares of the Common Stock shall be allocated to each Share 
Account in an amount equal to (i) the amount of the dividend that would
be paid if the shares  allocated to  the  Share Account were issued and 
outstanding shares of the Common  Stock divided by (ii) the fair market 
value of the Common Stock as of the date of payment of such dividend or 
distribution. For  purposes  of the  Plan, the fair market value of the 
Common Stock as of  any date shall be the closing price of the stock on 
such date.  

          The shares  allocated  to a  director's Share Account will be 
issued to such director within six months of his or her retirement from 
the Board or other termination as a director.  It is anticipated, based
on current tax law, that  the  directors participation in the Plan will 
not  be subject  to any federal  income tax until the shares are issued 
and  delivered  to the  them, that the amount of the federal income tax 
will be  based  on the  value of the shares on the date of issuance and 
that  the Company will be then entitled to take a corresponding federal 
income tax deduction.

          In   the   event   of   a   stock   dividend,   stock  split, 
recapitalization,  merger  in  which  the  Company  is  the   surviving 
corporation  or  other  capital  adjustment affecting the shares of the 
Common Stock  outstanding, an  appropriate adjustment shall be made, as 
determined by the Board of Directors, to the aggregate number of shares 
the Company may issue under the Plan and the number of shares allocated 
to each Share Account.  In the event of the complete liquidation of the 
Company, or of  a  reorganization, consolidation or merger in which the 
Company  is  not  the  surviving  corporation,  the Company shall prior 
thereto  issue  and  deliver to each of the directors all of the shares 
allocated to his or her Share Account.

          The Board of Directors may alter, amend, suspend or terminate 
the Plan  in  whole  or in part, provided, however, that no alteration, 
amendment, suspension or  termination  shall adversely affect the right 
of a director to receive the  number  of shares allocated to his or her 
Share Account.


Benefits under the Plan

          It is  not possible  to determine  the benefits or number of
shares that  will be received by or allocated to each outside director
until the amount of each meeting fee is specified by the Board and the
fair market  value of the shares is determined as of the meeting date.
In no  event will  a director  or officer,  other than a non-executive
director, be entitled to receive any benefits under the Plan.

Voting

          Approval of  the Plan requires a majority of the total votes
cast.   An abstention from voting 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 Directors'  Deferred Compensation  Stock Plan  to be  in the  best
interest of  the Company  and its  stockholders  and  recommends  that
h
olders of the Common Stock vote FOR Proposal IV.

                                 -14-


  PROPOSAL V:  RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

          The Board of Directors has selected Coopers & Lybrand L.L.P.
to serve  as independent  accountants for  the fiscal year ending July
31, 1998.   Coopers  & Lybrand  L.L.P. has  served  as  the  Company's
independent accountants since November 1991.

          A representative  of Coopers & Lybrand L.L.P. is expected to
be present  at the meeting with the opportunity to make a statement if
he desires  to do  so and  is expected  to be  available to respond to
appropriate questions.   Although  it is  not required  to do  so, the
Board  of   Directors  is  submitting  the  selection  of  independent
accountants for ratification at the meeting.  If this selection is not
ratified, the Board of Directors will reconsider its choice.

          A majority  of the  votes cast  (excluding  abstentions  and
broker non-votes)  at the  meeting in  person or by proxy is necessary
for ratification  of the  selection of  Coopers &  Lybrand  L.L.P.  as
independent accountants of the Company.

          The Board of Directors of the Company deems the ratification
of  the   selection  of   Coopers  &  Lybrand  L.L.P.  as  independent
accountants of  the Company  to be in the best interest of the Company
and its  stockholders and  recommends that holders of the Common Stock
v
ote FOR Proposal V.


                              FORM 10-K

          Stockholder  may   obtain  without  charge  a  copy  of  the
Company's Annual  Report on  Form 10-K  for the fiscal year ended July
31,  1997   by  directing  written  requests  to  Investor  Relations,
Emisphere Technologies,  Inc., 15  Skyline Drive,  Hawthorne, New York
10532.


                        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 1999 must be received by the Company no later than
July 31,  1998,  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
November 28, 1997











                                 -15-

                                                           Appendix A
                    EMISPHERE TECHNOLOGIES, INC.


             DIRECTORS' DEFERRED COMPENSATION STOCK PLAN


                            25,000 Shares


1.   Purpose

     The purpose  of the  Directors' Deferred Compensation Stock Plan
(the "Plan")  of Emisphere  Technologies, Inc.  (the "Company") is to
attract, compensate  and retain well qualified directors by providing
them with  deferred compensation  for attending meetings of the Board
of Directors  or a  committee thereof  and with an equity interest in
the Company's success.

2.   Stock Subject to the Plan

     The Company  may issue  and deliver  a total of 25,000 shares of
its common  stock, par  value $.01  per share  (the "Common  Stock"),
pursuant to  the Plan.   Such  shares may  be either  authorized  but
unissued shares or treasury shares.

3.   Administration

     The Plan  shall be administered by the Board of Directors of the
Company.   The Board  shall have  the power  and authority  as may be
necessary to  carry out  the provisions  of the  Plan, including  the
interpretation and construction of the Plan, the determination of the
amount of  compensation for  attending each  meeting, the adoption of
such  rules  and  regulations  as  it  may  deem  advisable  and  the
termination of further share issuances under the Plan.

4.   Eligibility

    Eligibility to  participate in  the Plan  shall be  open to  only
those directors  of the  Company who  (i) are  neither  officers  nor
employees of  the Company  or any  of its  subsidiaries, (ii)  do not
beneficially own five percent or more of the Common Stock outstanding
and (iii)  are not affiliated with any person who is such an officer,
employee or owner.

5.   Share Accounts

     The Company shall set up and maintain for each eligible director
an account (each a "Share Account') representing the number of shares
of the  Common Stock  which the Company is obligated in the future to
issue and deliver to such director, determined as follows:

        (a) for  each meeting  attended by  an eligible  director,  a
    number of shares of the Common Stock shall be added to his or her
    Share Account  in an amount equal to (i) the amount determined by
    the Board of Directors as compensation for attending such meeting
    divided by  (ii) the  fair market value of the Common Stock as of
    the date of such meeting;


                                A-1

        (b) for  each cash  dividend  or  distribution  paid  by  the
    Company with  respect to  the Common Stock, a number of shares of
    the Common  Stock shall  be added  to each  Share Account  in  an
    amount equal to (i) the amount of the dividend that would be paid
    if the  shares in  the Share  Account were issued and outstanding
    shares of  the Common Stock divided by (ii) the fair market value
    of the Common Stock as of the date of payment of such dividend or
    distribution;

        (c) As used herein, the fair market value of the Common Stock
    as of  any date shall be the closing price of the Common Stock on
    the Nasdaq National Market on such date.  In the event the Common
    Stock ceases  at any  time to  be traded  on the  Nasdaq National
    Market, the  fair market  value of  the  Common  Stock  shall  be
    determined in such manner as may be set by the Board of Directors
    of the Company; and

        (d) All  share calculations  shall be made to the nearest one
    thousandth of a share.

6.   Issuance of Shares

     The Company  shall within  six months  following the  date  each
participant in  the Plan ceases to be a director of the Company issue
and deliver  to such  person all  of the  shares in  his or her Share
Account.   In the event of the death of a director, such shares shall
be delivered  to  the  director's  estate  or  legal  representative.
Nothing herein  shall be  deemed to confer any right to continue as a
director of  the Company  or to  limit the  right of  the Company  to
remove a director.

7.   Rights as a Stockholder

     Until such time as the shares in a director's Share Account have
been issued  and delivered  to the  director in  accordance with  the
terms of the Plan, the director shall have no rights as a stockholder
with respect  to the  shares of  the Common Stock in his or her Share
Account.

8.   Nontransferability of the Share Account

     The right  to receive  shares in  a director's Share Account may
not be  assigned or  transferred except  by will  or by  the laws  of
descent and  distribution and may be delivered during the life of the
director only to the director.

9.   Compliance with Securities Laws

     If the  shares to  be  issued  under  the  Plan  have  not  been
registered  under  the  Securities  Act  of  1933,  as  amended,  the
Company's obligation  to issue  such shares shall be conditioned upon
receipt of a representation in writing that the director is acquiring
such shares  for his  or her  own account  and not with a view to the
distribution thereof  and the  certificate representing  such  shares
shall bear  a legend  in such  form as  the Company's  counsel  deems
necessary or  desirable.   In no event shall the Company be obligated
to issue  any shares  under the  Plan  if,  in  the  opinion  of  the
Company's counsel,  such issuance  would result in a violation of any
federal or state securities laws.

10.  Stock Adjustments

     (a)  In  the   event  of   a  stock   dividend,   stock   split,
recapitalization, merger  in  which  the  Company  is  the  surviving
corporation or  other capital  adjustment  affecting  shares  of  the
Common Stock outstanding, an appropriate adjustment shall be made, as
determined by the Board of Directors of the Company, to the aggregate
number of  shares the Company may issue under the Plan and the number
of shares in each Share Account.

     (b)  In the event of the complete liquidation of the Company, or
of a  reorganization, consolidation or merger in which the Company is
not the  surviving corporation, the Company shall prior thereto issue
and deliver  to each of the directors all of the shares in his or her
Share Account.

                                A-2

11.  Effectiveness of the Plan

     The Plan  was adopted on September 11, 1997 by resolution of the
Board of  Directors of  the Company and is effective as of such date.
The Plan  shall  be  submitted  to  the  Company's  stockholders  for
approval by the affirmative votes of the holders of a majority of the
Common Stock  present, or  represented, and  entitled to  vote  at  a
meeting duly held in accordance with the applicable laws of the State
of Delaware.

12.  Amendment of the Plan

    The Board  may at  any time  and from  time to time alter, amend,
suspend or terminate the Plan in whole or in part, provided, however,
that (i)  no alteration,  amendment, suspension  or termination shall
adversely affect  the right  of a  director to  receive the number of
shares of  the Common  Stock in his or her Share Account and (ii) any
amendment which  must be  approved by the stockholders of the Company
in order  to ensure  that all transactions under the Plan continue to
be exempt  under Rule 16b-3  under the  Exchange Act or any successor
provision or  to comply with any rule or regulation of a governmental
authority, applicable  securities exchange  or Nasdaq National Market
shall not be effective unless and until such stockholder approval has
been obtained in compliance with such rule or regulation.












                                A-3

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

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Michael M. Goldberg, M.D. and Sam
J. Milstein,  Ph.D., and  each of them, as Proxies each with the power
to appoint  his substitute and hereby authorizes them to represent and
to vote,  as designated  below, all  of the  shares of Common Stock of
Emsiphere Technologies,  Inc. held  of record  by the  undersigned  on
November 26,  1997 at the Annual Meeting of Stockholders to be held on
January 15, 1998 or any adjournments or postponements thereof.

1.   ELECTION OF DIRECTORS

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

        _ GRANT authority  to vote for  _    WITHOLD authority to
          the  seven   nominees  as  a    vote  for   the   seven
          group                           nominees as a group

2.   Approval and  adoption of  the amendment  to the  Company's  1991
     Stock Option  Plan increasing  the number of shares of the Common
     Stock available for issuance thereunder by 300,000

        _ FOR           _ AGAINST       _ ABSTAIN

3.   Approval and adoption of the amendment to the Company's 1995 Non-
     Qualified Stock  Option Plan  increasing the  number of shares of
     the Common Stock available for issuance thereunder by 200,000

        _ FOR           _ AGAINST       _ ABSTAIN

4.   Approval of  the Company's Directors' Deferred Compensation Stock
     Plan

        _ FOR           _ AGAINST       _ ABSTAIN

5.   Ratification of  the Board  of Directors'  selection of Coopers &
     Lybrand L.L.P.  to serve as the Company's independent accountants
     for the fiscal year ending July 31, 1998

        _ FOR           _ AGAINST       _ ABSTAIN

6.   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                        , 1998


                                                                      
                                               (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.