As filed with the Securities and Exchange Commission on March 25, 1999
                                           Registration No.                

                      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.)

                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591
                          ---------------------------
         (Address, including zip code, of principal executive offices)

              Emisphere Technologies, Inc. 1991 Stock Option Plan
       Emisphere Technologies, Inc. 1995 Non-Qualified Stock Option Plan
       -----------------------------------------------------------------
                             (Full title of plan)

                           MICHAEL M. GOLDBERG, M.D.
                       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)
                                  ___________

                        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   550,000 shares   $10.56 (2)   $5,808,000     $1,713.36
    par value (1)        (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 300,000  shares issuable  upon exercise  of options to be granted
   pursuant to  the Emisphere  Technologies, Inc.  1991 Stock  Option Plan  and
   250,000 shares  issuable upon  exercise of options to be granted pursuant to
   the Emisphere  Technologies, Inc. 1995 Non-Qualified Stock Option Plan at an
   offering price,  calculated in  accordance with  Rule  457(h)(1)  under  the
   Securities Act of 1933, as amended, equal to $10.56, the average of the high
   and low prices reported on the Nasdaq National Market on March 19, 1999.

(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.

<PAGE>
                                    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, 1998;

    (b)  Quarterly Report  on Form 10-Q for the quarter ended October 31, 1998;

    (c)  Quarterly Report  on Form 10-Q for the quarter ended January 31, 1999;

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

    (e)  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.

                                     II-3
<PAGE>
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

                                     II-4
<PAGE>
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.


                                     II-5
<PAGE>
                                  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 March 23, 1999.

                                    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. his or her true and
lawful  attorney-in-fact  and  agent,  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 attorney-in-fact  and
agent full  power and  authority to 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  attorney-in-fact  and  agent  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, 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     March 23, 1999
-------------------------      Chief Executive Officer
Michael M. Goldberg, M.D.

/s/ Howard M. Pack            Director                      March 23, 1999
-------------------------
Howard M. Pack

                              Director                      March 23, 1999
-------------------------
Peter Barton Hutt

                              Director                      March 23, 1999
-------------------------
Jere E. Goyan, Ph.D.

/s/ Mark I. Greene            Director                      March 23, 1999
-------------------------
Mark I. Greene, M.D., Ph.D.

/s/ Joseph R. Robinson        Director                      March 23, 1999
-------------------------
Joseph R. Robinson, Ph.D.

                              Director                      March 23, 1999
-------------------------
Robert J. Levenson

/s/ Joseph D. Poveromo        Controller (Principal         March 23, 1999
-------------------------      Financial and Accounting
Joseph D. Poveromo             Officer)

                                     II-6
<PAGE>
                                 EXHIBIT INDEX
                                       
Exhibit
Number                                      Description      
-------   ---------------------------------------------------
  5       Opinion of M. Warren Browne

 23(a)    Consent of PricewaterhouseCoopers LLP

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

 24       Power of Attorney (included in signature page)



                                     II-7
<PAGE>
                                                                      Exhibit 5
                                                                               
                                                                               
                                   March 23, 1999





Emisphere Technologies, Inc.
15 Skyline Drive
Hawthorne, New York   10532

Dear Sirs:

     Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Emisphere Technologies, Inc. (the "Company"), relating to an aggregate of
550,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), issuable upon the exercise of options to be granted under the
Company's 1991 Stock Option Plan and 1995 Non-Qualified Stock Option Plan (the
"Option Plans").

     As counsel to the Company, I have examined such corporate records and
other documents and have considered such questions of law as I have deemed
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that, in my opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares upon the exercise of options granted pursuant to the Option Plans
and that the Shares will, when issued upon exercise of options granted in
accordance with the terms and conditions of the Option Plans, be duly
authorized, validly issued, fully paid and non-assessable.

     I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.  This consent is not to be construed as an admission
that I am a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

                                        Very truly yours,
                                        /s/  M. Warren Browne
                                        M. Warren Browne
<PAGE>
                                                                  Exhibit 23(a)


                      Consent of Independent Accountants

                           ________________________




We consent  to the  incorporation by reference in the registration statement of
Emisphere Technologies,  Inc. (the  "Company") on  Form S-8 of our report dated
October 12,  1998, on  our audits of the financial statements of the Company as
of July  31, 1998 and 1997, and for each of the three years in the period ended
July 31,  1998, which report is included in the Company's Annual Report on Form
10-K for the year ended July 31, 1998.





                                   /s/  PricewaterhouseCoopers LLP

New York, New York
March 18, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17726}]
{"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": "333-75065", "film-number": "99573218"}, "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 March 25, 1999
                                           Registration No.                

                      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.)

                          765 Old Saw Mill River Road
                          Tarrytown, New York  10591
                          ---------------------------
         (Address, including zip code, of principal executive offices)

              Emisphere Technologies, Inc. 1991 Stock Option Plan
       Emisphere Technologies, Inc. 1995 Non-Qualified Stock Option Plan
       -----------------------------------------------------------------
                             (Full title of plan)

                           MICHAEL M. GOLDBERG, M.D.
                       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)
                                  ___________

                        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   550,000 shares   $10.56 (2)   $5,808,000     $1,713.36
    par value (1)        (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 300,000  shares issuable  upon exercise  of options to be granted
   pursuant to  the Emisphere  Technologies, Inc.  1991 Stock  Option Plan  and
   250,000 shares  issuable upon  exercise of options to be granted pursuant to
   the Emisphere  Technologies, Inc. 1995 Non-Qualified Stock Option Plan at an
   offering price,  calculated in  accordance with  Rule  457(h)(1)  under  the
   Securities Act of 1933, as amended, equal to $10.56, the average of the high
   and low prices reported on the Nasdaq National Market on March 19, 1999.

(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, 1998;

    (b)  Quarterly Report  on Form 10-Q for the quarter ended October 31, 1998;

    (c)  Quarterly Report  on Form 10-Q for the quarter ended January 31, 1999;

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

    (e)  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.

                                     II-3
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

                                     II-4
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.

                                     II-5
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 March 23, 1999.

                                    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. his or her true and
lawful  attorney-in-fact  and  agent,  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 attorney-in-fact  and
agent full  power and  authority to 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  attorney-in-fact  and  agent  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, 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     March 23, 1999
-------------------------      Chief Executive Officer
Michael M. Goldberg, M.D.

/s/ Howard M. Pack            Director                      March 23, 1999
-------------------------
Howard M. Pack

                              Director                      March 23, 1999
-------------------------
Peter Barton Hutt

                              Director                      March 23, 1999
-------------------------
Jere E. Goyan, Ph.D.

/s/ Mark I. Greene            Director                      March 23, 1999
-------------------------
Mark I. Greene, M.D., Ph.D.

/s/ Joseph R. Robinson        Director                      March 23, 1999
-------------------------
Joseph R. Robinson, Ph.D.

                              Director                      March 23, 1999
-------------------------
Robert J. Levenson

/s/ Joseph D. Poveromo        Controller (Principal         March 23, 1999
-------------------------      Financial and Accounting
Joseph D. Poveromo             Officer)

                                     II-6
EXHIBIT INDEX
                                       
Exhibit
Number                                      Description      
-------   ---------------------------------------------------
  5       Opinion of M. Warren Browne

 23(a)    Consent of PricewaterhouseCoopers LLP

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

 24       Power of Attorney (included in signature page)

                                     II-7
Exhibit 5
                                                                               
                                                                               
                                   March 23, 1999

Emisphere Technologies, Inc.
15 Skyline Drive
Hawthorne, New York   10532

Dear Sirs:

     Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Emisphere Technologies, Inc. (the "Company"), relating to an aggregate of
550,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), issuable upon the exercise of options to be granted under the
Company's 1991 Stock Option Plan and 1995 Non-Qualified Stock Option Plan (the
"Option Plans").

     As counsel to the Company, I have examined such corporate records and
other documents and have considered such questions of law as I have deemed
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that, in my opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares upon the exercise of options granted pursuant to the Option Plans
and that the Shares will, when issued upon exercise of options granted in
accordance with the terms and conditions of the Option Plans, be duly
authorized, validly issued, fully paid and non-assessable.

     I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.  This consent is not to be construed as an admission
that I am a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

                                        Very truly yours,
                                        /s/  M. Warren Browne
                                        M. Warren Browne
Exhibit 23(a)

                      Consent of Independent Accountants

                           ________________________

We consent  to the  incorporation by reference in the registration statement of
Emisphere Technologies,  Inc. (the  "Company") on  Form S-8 of our report dated
October 12,  1998, on  our audits of the financial statements of the Company as
of July  31, 1998 and 1997, and for each of the three years in the period ended
July 31,  1998, which report is included in the Company's Annual Report on Form
10-K for the year ended July 31, 1998.

                                   /s/  PricewaterhouseCoopers LLP

New York, New York
March 18, 1999