As filed with the Securities and Exchange Commission on January 24, 2001

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          EMISPHERE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                      13-3306985
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)
                    -----------------------------------------

                           765 Old Saw Mill River Road
                            Tarrytown, New York 10591
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

       Emisphere Technologies, Inc. Qualified Employee Stock Purchase Plan
    Emisphere Technologies, Inc. 1997 Stock Option Plan for Outside Directors
               Emisphere Technologies, Inc. 2000 Stock Option Plan
                              (Full title of plans)

                               Michael M. Goldberg
          Chairman of the Board, President and Chief Executive Officer
                        c/o Emisphere Technologies, Inc.
                           765 Old Saw Mill River Road
                            Tarrytown, New York 10591
                     (Name and address of agent for service)

                                 (914) 347-2220
          (Telephone number, including area code, of agent for service)
                              --------------------
                                    COPY TO:
                             Edwin S. Maynard, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                             New York, NY 10019-6064
                                 (212) 373-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================== ===================== ===================== ==================== ========================
                                                              Proposed Maximum     Proposed Maximum
              Title of                    Amount to be         Offering Price     Aggregate Offering          Amount of
    Securities to be Registered            Registered            Per Share               Price            Registration Fee
------------------------------------- --------------------- --------------------- -------------------- ------------------------
------------------------------------- --------------------- --------------------- -------------------- ------------------------
<S>                                   <C>                        <C>                  <C>                     <C>
Common Stock, par value
$0.01 per share (1)                   864,500 shares (2)(3)      $25.28 (2)           $21,854,560             $5,464.00
------------------------------------- --------------------- --------------------- -------------------- ------------------------
</TABLE>
(1)      This Registration Statement also applies to rights under the
         registrant's Rights Agreement, which are attached to and tradable only
         with the shares of Common Stock registered hereby. No registration fees
         are required for such rights as they will be issued for no additional
         consideration
2)       Represents (a) 689,500 shares issuable upon exercise of options to be
         granted pursuant to the Emisphere Technologies, Inc. 2000 Stock Option
         Plan, (b) 100,000 shares issuable upon exercise of options to be
         granted pursuant to the Emisphere Technologies, Inc. 1997 Stock Option
         Plan for Outside Directors and (c) 75,000 shares issuable upon exercise
         of options to be granted pursuant to the Emisphere Technologies, Inc.
         Qualified Employee Stock Purchase Plan at an offering price, calculated
         in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
         amended, equal to $25.28 the average of the high and low prices
         reported on the Nasdaq National Market on January 18, 2001.
(3)      This Registration Statement shall, in accordance with Rule 416 under
         the Securities Act of 1933, as amended, be deemed to cover such
         additional shares as may be issued to prevent dilution resulting from
         stock splits, stock dividends or similar transactions.
<PAGE>

                                EXPLANATORY NOTE

                  The purpose of this Registration Statement is to register a
total of 864,500 shares of our common stock for issuance under our employee
benefit plans. A total of 689,500 shares will be made available for issuance
upon the exercise of options under our newly adopted 2000 Stock Option Plan.
This Registration Statement also includes the registration of (i) 100,000
additional shares of our common stock available for issuance upon the exercise
of options under our 1997 Stock Option Plan for Outside Directors and (ii) an
additional 75,000 shares available for issuance upon the exercise of options
under our Qualified Employee Stock Purchase Plan. The information related to
each of the plans referred to above required in a Section 10(a) prospectus is
included in documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act of 1933. We will provide to participants in
the plans a written statement advising them of the availability, without charge,
upon written or oral request, of documents incorporated by reference herein, as
is required by Item 2 of Part I of this Registration Statement on Form S-8.


                                        2

<PAGE>

                                     PART I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not required to be filed in the Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed in the Registration Statement.


                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

         (a)      Annual Report on Form 10-K for the fiscal year ended July 31,
2000;

         (b)      Quarterly Report on Form 10-Q for the quarter ended October
31, 2000;

         (c)      The description of the Company's preferred stock purchase
rights contained in its Registration Statement on Form 8-A, dated March 5, 1996;
and

         (d)      The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, dated September 11, 1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities registered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part of it from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference to this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in such (or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference) modifies or supersedes
such statement.


                                        3

<PAGE>

Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in


                                        4

<PAGE>

any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
such Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duty. However, no such provision may eliminate or limit the liability
of a director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty. The Company's Restated Certificate of Incorporation contains
such a provision.

         Article Twelve of the Company's Restated Certificate of Incorporation
and Article Five of the Company's By-laws provide that the Company shall
indemnify officers, directors, employees and agents of the Company, to the full
extent permitted by and in the manner permissible under the laws of the State of
Delaware. The Restated Certificate of Incorporation and By-Laws also permit the
Board of Directors to authorize the Company to purchase and maintain insurance
against any liability asserted against any director, officer, employee or agent
of the Company arising out of his capacity as such. The Company has obtained
such directors' and officers' insurance insuring, subject to certain conditions,
its directors and officers against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         A list of Exhibits to this Registration Statement is set forth in the
Exhibit Index starting on page II-1.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:


                                        5

<PAGE>

                           (i)      To include any prospectus required by
                  section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement.

                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement;

                  (iii)            To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered in it, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934), that


                                        6

<PAGE>

is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered in it, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                        7

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 24,
2001.


                                   EMISPHERE TECHNOLOGIES, INC.


                                   By:  /s/  Michael M. Goldberg
                                        ---------------------------------------
                                        Michael M. Goldberg, M.D.
                                        Chairman of the Board, President
                                        and Chief Executive Officer


                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael M. Goldberg, M.D. and
Charles H. Abdalian, Jr. as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for such person and in
such person's name, place and stead, in any and all capacities (until revoked in
writing), to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same with all exhibits thereto,
and the other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
things requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

         SIGNATURE                      TITLE                         DATE
         ---------                      -----                         ----

/s/  Michael M. Goldberg           Chairman of the Board,       January 24, 2001
---------------------------        President and Chief
Michael M. Goldberg, M.D.          Executive Officer


                                        8
<PAGE>

         SIGNATURE                      TITLE                         DATE
         ---------                      -----                         ----


/s/  Jere E. Goyan                 Director                     January 24, 2001
---------------------------
Jere E. Goyan


/s/  Mark I. Greene                Director                     January 24, 2001
---------------------------
Mark I. Greene, M.D., Ph.D.


/s/  Joseph R. Robinson            Director                     January 24, 2001
---------------------------
Joseph R. Robinson, M.D.


/s/  Charles H. Abdalian           Vice President, Secretary    January 24, 2001
---------------------------        and Chief Financial Officer
Charles H. Abdalian, Jr.           (Principal Financial Officer)


/s/  Friedrich Pfetsch             Controller (Principal        January 24, 2001
---------------------------        Accounting Officer)
Friedrich Pfetsch


                                        9

<PAGE>

                                  EXHIBIT INDEX
                                  -------------


EXHIBIT           DESCRIPTION
-------           -----------

5.1               Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the common stock
                  being registered.

23.1              Consent of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company (contained in Exhibit 5.1).

23.2              Consent of PricewaterhouseCoopers LLP (regarding the
                  registrant).

23.3              Consent of PricewaterhouseCoopers LLP (regarding Ebbisham
                  Limited).

24.1              Powers of Attorney (included on signature page).





                                      II-1
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{"company-data": {"conformed-name": "EMISPHERE TECHNOLOGIES INC", "cik": "0000805326", "assigned-sic": "2834", "irs-number": "133306985", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54200", "film-number": "1513940"}, "business-address": {"street1": "765 OLD SAW MILL RIVER ROAD", "city": "TARRYTOWN", "state": "NY", "zip": "10591", "phone": "9143472220"}, "mail-address": {"street1": "765 OLD SAW MILL RIVER ROAD", "city": "TARRYTOWN", "state": "NY", "zip": "10591"}, "former-company": {"former-conformed-name": "CLINICAL TECHNOLOGIES ASSOCIATES INC", "date-changed": "19920128"}}
As filed with the Securities and Exchange Commission on January 24, 2001

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          EMISPHERE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                      13-3306985
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)
                    -----------------------------------------

                           765 Old Saw Mill River Road
                            Tarrytown, New York 10591
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

       Emisphere Technologies, Inc. Qualified Employee Stock Purchase Plan
    Emisphere Technologies, Inc. 1997 Stock Option Plan for Outside Directors
               Emisphere Technologies, Inc. 2000 Stock Option Plan
                              (Full title of plans)

                               Michael M. Goldberg
          Chairman of the Board, President and Chief Executive Officer
                        c/o Emisphere Technologies, Inc.
                           765 Old Saw Mill River Road
                            Tarrytown, New York 10591
                     (Name and address of agent for service)

                                 (914) 347-2220
          (Telephone number, including area code, of agent for service)
                              --------------------
                                    COPY TO:
                             Edwin S. Maynard, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                             New York, NY 10019-6064
                                 (212) 373-3000

                         CALCULATION OF REGISTRATION FEE
===================================== ===================== ===================== ==================== ========================
                                                              Proposed Maximum     Proposed Maximum
              Title of                    Amount to be         Offering Price     Aggregate Offering          Amount of
    Securities to be Registered            Registered            Per Share               Price            Registration Fee
------------------------------------- --------------------- --------------------- -------------------- ------------------------
------------------------------------- --------------------- --------------------- -------------------- ------------------------
Common Stock, par value
$0.01 per share (1)                   864,500 shares (2)(3)      $25.28 (2)           $21,854,560             $5,464.00
------------------------------------- --------------------- --------------------- -------------------- ------------------------
(1)      This Registration Statement also applies to rights under the
         registrant's Rights Agreement, which are attached to and tradable only
         with the shares of Common Stock registered hereby. No registration fees
         are required for such rights as they will be issued for no additional
         consideration
2)       Represents (a) 689,500 shares issuable upon exercise of options to be
         granted pursuant to the Emisphere Technologies, Inc. 2000 Stock Option
         Plan, (b) 100,000 shares issuable upon exercise of options to be
         granted pursuant to the Emisphere Technologies, Inc. 1997 Stock Option
         Plan for Outside Directors and (c) 75,000 shares issuable upon exercise
         of options to be granted pursuant to the Emisphere Technologies, Inc.
         Qualified Employee Stock Purchase Plan at an offering price, calculated
         in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
         amended, equal to $25.28 the average of the high and low prices
         reported on the Nasdaq National Market on January 18, 2001.
(3)      This Registration Statement shall, in accordance with Rule 416 under
         the Securities Act of 1933, as amended, be deemed to cover such
         additional shares as may be issued to prevent dilution resulting from
         stock splits, stock dividends or similar transactions.
EXPLANATORY NOTE

                  The purpose of this Registration Statement is to register a
total of 864,500 shares of our common stock for issuance under our employee
benefit plans. A total of 689,500 shares will be made available for issuance
upon the exercise of options under our newly adopted 2000 Stock Option Plan.
This Registration Statement also includes the registration of (i) 100,000
additional shares of our common stock available for issuance upon the exercise
of options under our 1997 Stock Option Plan for Outside Directors and (ii) an
additional 75,000 shares available for issuance upon the exercise of options
under our Qualified Employee Stock Purchase Plan. The information related to
each of the plans referred to above required in a Section 10(a) prospectus is
included in documents being maintained and delivered by the Company as required
by Rule 428 under the Securities Act of 1933. We will provide to participants in
the plans a written statement advising them of the availability, without charge,
upon written or oral request, of documents incorporated by reference herein, as
is required by Item 2 of Part I of this Registration Statement on Form S-8.

                                        2
PART I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not required to be filed in the Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not required to be filed in the Registration Statement.

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

         (a)      Annual Report on Form 10-K for the fiscal year ended July 31,
2000;

         (b)      Quarterly Report on Form 10-Q for the quarter ended October
31, 2000;

         (c)      The description of the Company's preferred stock purchase
rights contained in its Registration Statement on Form 8-A, dated March 5, 1996;
and

         (d)      The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, dated September 11, 1990.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities registered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part of it from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference to this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in such (or in any other subsequently filed documents which
also is or is deemed to be incorporated by reference) modifies or supersedes
such statement.

                                        3
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in

                                        4
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
such Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duty. However, no such provision may eliminate or limit the liability
of a director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating a law, paying a
dividend or approving a stock repurchase which was illegal, or obtaining an
improper personal benefit. A provision of this type has no effect on the
availability of equitable remedies, such as injunction or rescission, for breach
of fiduciary duty. The Company's Restated Certificate of Incorporation contains
such a provision.

         Article Twelve of the Company's Restated Certificate of Incorporation
and Article Five of the Company's By-laws provide that the Company shall
indemnify officers, directors, employees and agents of the Company, to the full
extent permitted by and in the manner permissible under the laws of the State of
Delaware. The Restated Certificate of Incorporation and By-Laws also permit the
Board of Directors to authorize the Company to purchase and maintain insurance
against any liability asserted against any director, officer, employee or agent
of the Company arising out of his capacity as such. The Company has obtained
such directors' and officers' insurance insuring, subject to certain conditions,
its directors and officers against certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         A list of Exhibits to this Registration Statement is set forth in the
Exhibit Index starting on page II-1.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                                        5
(i)      To include any prospectus required by
                  section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement.

                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement;

                  (iii)            To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the registrant pursuant to section 13 or section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered in it, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934), that

                                        6
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered in it, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

                                        7
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 24,
2001.

                                   EMISPHERE TECHNOLOGIES, INC.

                                   By:  /s/  Michael M. Goldberg
                                        ---------------------------------------
                                        Michael M. Goldberg, M.D.
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael M. Goldberg, M.D. and
Charles H. Abdalian, Jr. as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for such person and in
such person's name, place and stead, in any and all capacities (until revoked in
writing), to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same with all exhibits thereto,
and the other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
things requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

         SIGNATURE                      TITLE                         DATE
         ---------                      -----                         ----

/s/  Michael M. Goldberg           Chairman of the Board,       January 24, 2001
---------------------------        President and Chief
Michael M. Goldberg, M.D.          Executive Officer

                                        8
SIGNATURE                      TITLE                         DATE
         ---------                      -----                         ----

/s/  Jere E. Goyan                 Director                     January 24, 2001
---------------------------
Jere E. Goyan

/s/  Mark I. Greene                Director                     January 24, 2001
---------------------------
Mark I. Greene, M.D., Ph.D.

/s/  Joseph R. Robinson            Director                     January 24, 2001
---------------------------
Joseph R. Robinson, M.D.

/s/  Charles H. Abdalian           Vice President, Secretary    January 24, 2001
---------------------------        and Chief Financial Officer
Charles H. Abdalian, Jr.           (Principal Financial Officer)

/s/  Friedrich Pfetsch             Controller (Principal        January 24, 2001
---------------------------        Accounting Officer)
Friedrich Pfetsch

                                        9
EXHIBIT INDEX
                                  -------------

EXHIBIT           DESCRIPTION
-------           -----------

5.1               Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company, regarding the legality of the common stock
                  being registered.

23.1              Consent of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
                  to the Company (contained in Exhibit 5.1).

23.2              Consent of PricewaterhouseCoopers LLP (regarding the
                  registrant).

23.3              Consent of PricewaterhouseCoopers LLP (regarding Ebbisham
                  Limited).

24.1              Powers of Attorney (included on signature page).

                                      II-1