As filed with the Securities and Exchange Commission on June 25, 1997
                                                 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                (I.R.S. Employer
     incorporation or organization)              Identification No.)
                                       
                               15 Skyline Drive
                          Hawthorne, New York  10532
         (Address, including zip code, of principal executive offices)
                                       
              Emisphere Technologies, Inc. 1991 Stock Option Plan
       Emisphere Technologies, Inc. 1995 Non-Qualified Stock Option Plan
     Emisphere Technologies, Inc. Stock Option Plan for Outside Directors
                              (Full title of plan)
                                       
                           MICHAEL M. GOLDBERG, M.D.
                       c/o Emisphere Technologies, Inc.
                               15 Skyline Drive
                          Hawthorne, New York  10532
                    (Name and address of agent for service)
                                       
                                (914) 347-2220
         (Telephone number, including area code, of agent for service)
                                  ___________
                                       
                        CALCULATION OF REGISTRATION FEE
                                       Proposed     Proposed
                                       maximum      maximum
                                       offering     aggregate    Amount of
 Title of securities   Amount to be    price per    offering    registration
  to be registered      registered       share        price         fee
 Common Stock, $.01       470,000      $17.63(2)    $8,286,100   $2,510.94
    par value (1)     shares (2) (3)
(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 200,000  shares issuable upon exercise of options granted and to
    be granted pursuant to the Emisphere  Technologies, Inc.  1991 Stock Option
    Plan, 100,000  shares issuable  upon exercise of options granted  and to be
    granted pursuant to the  Emisphere Technologies,  Inc.  1995  Non-Qualified
    Stock  Option  Plan and 170,000 shares  issuable  upon exercise  of options
    granted  and to be  granted  pursuant to  the Emisphere  Technologies, Inc.
    Stock Option Plan for Outside Directors  at an offering  price,  calculated
    in  accordance with  Rule 457(h)(1)  under  the Securities Act of  1933, as
    amended,  equal  to $14.10,  the average  exercise  price  with  respect to
    options  for which the  exercise price is known, and $19.69, the average of
    the  high and low  prices reported on  the Nasdaq National Market System on
    June 18, 1997, with respect to all other shares.

(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.

This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The  following  documents  filed  by  Emisphere  Technologies,  Inc.  (the
"Company") with  the Securities  and Exchange Commission (the "Commission") are
incorporated herein by reference:

    (a)     Annual Report on Form 10-K for the fiscal year ended July 31, 1996;

    (b)     Quarterly Report  on Form  10-Q for  the quarter  ended October 31,
            1996;

    (c)     Quarterly Report  on Form  10-Q for  the quarter  ended January 31,
            1997;

    (d)     Quarterly Report on Form 10-Q for the quarter ended April 30, 1997;

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

    (f)     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 Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of the securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be  incorporated by  reference in this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated  by reference  herein modifies  or supersedes such statement.
Any 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

     Pursuant to  Section 145  of the  General Corporation  Law of the State of
Delaware, Article  Twelfth of  the Certificate  of Incorporation of the Company
and Article Five of the By-laws  of the Company, the  Company is  authorized to
indemnify, subject  to certain  conditions, its  directors and officers against
certain liabilities  and expenses  arising from  claims against them because of
being such  a director  or officer.   In  addition, the  Company  has  obtained
directors' and  officers' liability  insurance  insuring,  subject  to  certain
conditions, its  directors and  officers against  similar such  liabilities and
expenses.

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-4 hereof.

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:

          (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 the 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 the 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)  of  this
     section 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 with  or furnished  to the  Commission by the registrant pursuant to
     section 13  or section  15(d) of  the Securities Exchange Act of 1934 that
     are incorporated by reference in the 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
     therein, 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  15(d)  of  the
Securities Exchange  Act of  1934) that  is incorporated  by reference  in  the
registration statement  shall be  deemed to  be a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as   indemnification  for   liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of  the registrant  pursuant to the foregoing provisions, or otherwise,
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  Act 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 Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
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 June 18, 1997.

                                    EMISPHERE TECHNOLOGIES, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints  Michael M. Goldberg, M.D. and Sam J. Milstein,
Ph.D., his  or her  true and  lawful attorneys-in-fact  and agents, each acting
alone, with  full power  of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all  amendments   to  this  Registration  Statement,  including  post-effective
amendments, and  to file the same, with all exhibits thereto, and all 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 do  and perform  each and every act and thing requisite and necessary
to be  done in  and about the premises, as fully to all intents and purposes as
he or  she might  or could  do in  person, and hereby ratifies and confirms all
that said  attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
this registration  statement has  been signed below by the following persons in
the capacities and on the dates indicated.

   Signature                       Title                            Date

/s/ Michael M. Goldberg       Chairman of the Board and        June 18, 1997
Michael M. Goldberg, M.D.      Chief Executive Officer

/s/ Sam J. Milstein           Director and President           June 18, 1997
Sam J. Milstein, Ph.D

/s/ Howard M. Pack            Director                         June 18, 1997
Howard M. Pack

/s/ Peter Barton Hutt         Director                         June 18, 1997
Peter Barton Hutt

/s/ Jere E. Goyan             Director                         June 18, 1997
Jere E. Goyan, Ph.D.

/s/ Mark I. Greene            Director                         June 18, 1997
Mark I. Greene, M.D., Ph.D.

                              Director                         June 18, 1997
Joseph R. Robinson, Ph.D.

/s/ Joseph D. Poveromo        Controller (Principal Financial  June 18, 1997
Joseph D. Poveromo             and Accounting Officer)

                                 EXHIBIT INDEX
                                       
Exhibit
Number      Description                           

  5       Opinion of M. Warren Browne

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14760}]
{"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": "333-29981", "film-number": "97629452"}, "business-address": {"street1": "15 SKYLINE DR", "city": "HAWTHORNE", "state": "NY", "zip": "10532", "phone": "9143472220"}, "mail-address": {"street1": "15 SKYLINE DR", "city": "HAWTHORNE", "state": "NY", "zip": "10532"}, "former-company": {"former-conformed-name": "CLINICAL TECHNOLOGIES ASSOCIATES INC", "date-changed": "19920128"}}
As filed with the Securities and Exchange Commission on June 25, 1997
                                                 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                (I.R.S. Employer
     incorporation or organization)              Identification No.)
                                       
                               15 Skyline Drive
                          Hawthorne, New York  10532
         (Address, including zip code, of principal executive offices)
                                       
              Emisphere Technologies, Inc. 1991 Stock Option Plan
       Emisphere Technologies, Inc. 1995 Non-Qualified Stock Option Plan
     Emisphere Technologies, Inc. Stock Option Plan for Outside Directors
                              (Full title of plan)
                                       
                           MICHAEL M. GOLDBERG, M.D.
                       c/o Emisphere Technologies, Inc.
                               15 Skyline Drive
                          Hawthorne, New York  10532
                    (Name and address of agent for service)
                                       
                                (914) 347-2220
         (Telephone number, including area code, of agent for service)
                                  ___________
                                       
                        CALCULATION OF REGISTRATION FEE
                                       Proposed     Proposed
                                       maximum      maximum
                                       offering     aggregate    Amount of
 Title of securities   Amount to be    price per    offering    registration
  to be registered      registered       share        price         fee
 Common Stock, $.01       470,000      $17.63(2)    $8,286,100   $2,510.94
    par value (1)     shares (2) (3)
(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 200,000  shares issuable upon exercise of options granted and to
    be granted pursuant to the Emisphere  Technologies, Inc.  1991 Stock Option
    Plan, 100,000  shares issuable  upon exercise of options granted  and to be
    granted pursuant to the  Emisphere Technologies,  Inc.  1995  Non-Qualified
    Stock  Option  Plan and 170,000 shares  issuable  upon exercise  of options
    granted  and to be  granted  pursuant to  the Emisphere  Technologies, Inc.
    Stock Option Plan for Outside Directors  at an offering  price,  calculated
    in  accordance with  Rule 457(h)(1)  under  the Securities Act of  1933, as
    amended,  equal  to $14.10,  the average  exercise  price  with  respect to
    options  for which the  exercise price is known, and $19.69, the average of
    the  high and low  prices reported on  the Nasdaq National Market System on
    June 18, 1997, with respect to all other shares.

(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.

This Registration Statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation Of Documents By Reference

     The  following  documents  filed  by  Emisphere  Technologies,  Inc.  (the
"Company") with  the Securities  and Exchange Commission (the "Commission") are
incorporated herein by reference:

    (a)     Annual Report on Form 10-K for the fiscal year ended July 31, 1996;

    (b)     Quarterly Report  on Form  10-Q for  the quarter  ended October 31,
            1996;

    (c)     Quarterly Report  on Form  10-Q for  the quarter  ended January 31,
            1997;

    (d)     Quarterly Report on Form 10-Q for the quarter ended April 30, 1997;

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

    (f)     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 Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which  indicates that  all of the securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be  incorporated by  reference in this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference in this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated  by reference  herein modifies  or supersedes such statement.
Any 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

     Pursuant to  Section 145  of the  General Corporation  Law of the State of
Delaware, Article  Twelfth of  the Certificate  of Incorporation of the Company
and Article Five of the By-laws  of the Company, the  Company is  authorized to
indemnify, subject  to certain  conditions, its  directors and officers against
certain liabilities  and expenses  arising from  claims against them because of
being such  a director  or officer.   In  addition, the  Company  has  obtained
directors' and  officers' liability  insurance  insuring,  subject  to  certain
conditions, its  directors and  officers against  similar such  liabilities and
expenses.

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-4 hereof.

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:

          (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 the 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 the 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)  of  this
     section 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 with  or furnished  to the  Commission by the registrant pursuant to
     section 13  or section  15(d) of  the Securities Exchange Act of 1934 that
     are incorporated by reference in the 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
     therein, 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  15(d)  of  the
Securities Exchange  Act of  1934) that  is incorporated  by reference  in  the
registration statement  shall be  deemed to  be a  new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar  as   indemnification  for   liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of  the registrant  pursuant to the foregoing provisions, or otherwise,
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  Act 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 Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
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 June 18, 1997.

                                    EMISPHERE TECHNOLOGIES, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL  MEN BY  THESE PRESENTS, that each person whose signature appears
below constitutes  and appoints  Michael M. Goldberg, M.D. and Sam J. Milstein,
Ph.D., his  or her  true and  lawful attorneys-in-fact  and agents, each acting
alone, with  full power  of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all  amendments   to  this  Registration  Statement,  including  post-effective
amendments, and  to file the same, with all exhibits thereto, and all 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 do  and perform  each and every act and thing requisite and necessary
to be  done in  and about the premises, as fully to all intents and purposes as
he or  she might  or could  do in  person, and hereby ratifies and confirms all
that said  attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to  the requirements  of the  Securities Act of 1933, as amended,
this registration  statement has  been signed below by the following persons in
the capacities and on the dates indicated.

   Signature                       Title                            Date

/s/ Michael M. Goldberg       Chairman of the Board and        June 18, 1997
Michael M. Goldberg, M.D.      Chief Executive Officer

/s/ Sam J. Milstein           Director and President           June 18, 1997
Sam J. Milstein, Ph.D

/s/ Howard M. Pack            Director                         June 18, 1997
Howard M. Pack

/s/ Peter Barton Hutt         Director                         June 18, 1997
Peter Barton Hutt

/s/ Jere E. Goyan             Director                         June 18, 1997
Jere E. Goyan, Ph.D.

/s/ Mark I. Greene            Director                         June 18, 1997
Mark I. Greene, M.D., Ph.D.

                              Director                         June 18, 1997
Joseph R. Robinson, Ph.D.

/s/ Joseph D. Poveromo        Controller (Principal Financial  June 18, 1997
Joseph D. Poveromo             and Accounting Officer)

                                 EXHIBIT INDEX
                                       
Exhibit
Number      Description                           

  5       Opinion of M. Warren Browne

 23(a)    Consent of Coopers & Lybrand L.L.P.

 23(b)    Consent of M. Warren Browne (included in Exhibit 5)

 24       Power of Attorney (included in signature page)