EMISPHERE
                     TECHNOLOGIES, INC.

                                               BUSINESS NEWS


FOR IMMEDIATE RELEASE


          EMISPHERE DECLARES DIVIDEND DISTRIBUTION
             OF PREFERRED STOCK PURCHASE RIGHTS


     HAWTHORNE,  NEW  YORK,  MARCH 5,  1996-THE  BOARD  OF  DIRECTORS  OF
EMISPHERE   TECHNOLOGIES,   INC.   (NASDAQ:  EMIS)  declared  a  dividend
distribution of one Preferred Share  Purchase  Right  on each outstanding
share of Emisphere common stock.

     Michael M. Goldberg, M.D., Chairman and Chief Executive  Officer  of
Emisphere,  stated:  "The  Rights  are  designed  to  assure  that all of
Emisphere's stockholders receive fair and equal treatment in the event of
any proposed takeover of the Company and to guard against partial  tender
offers, squeeze-outs, open market accumulations and other abusive tactics
to  gain  control  of Emisphere without paying all stockholders a control
premium."

     The rights will  be  exercisable  only if a person or group acquires
20% or more of Emisphere's common stock  or  announces a tender offer the
consummation of which would result in ownership  by  a person or group of
20% or more of the common stock. Each Right will entitle  stockholders to
buy one one-hundredth of a share of a new series of junior  participating
cumulative preferred stock at an exercise price of $80.

     If  Emisphere  is acquired in a merger or other business combination
transaction after a person  has  acquired  20%  or  more of the Company's
outstanding common stock, each Right will entitle its holder to purchase,
at  the Right's then current exercise price, a number  of  the  acquiring
company's  common  shares  having  a market value of twice such price. In
addition,  if  a person or group acquires  20%  or  more  of  Emisphere's
outstanding common  stock, each Right will entitle its holder (other than
such person or members  of  such  group) to purchase, at the Right's then
current exercise price, a number of  Emisphere's  common  shares having a
market value of twice such price.

     Following  the  acquisition  by  a  person  or  group  of beneficial
ownership  of  20%  or more of Emisphere's common stock and prior  to  an
acquisition of 50% or  more  of  the common stock, the Board of Directors
may  exchange the Rights (other than  Rights  owned  by  such  person  or
group),  in whole or in part, at an exchange ratio of one-half the number
of shares  of  common  stock  (or one one-hundredth of a share of the new
series  of  junior  participating  preferred  stock)  issuable  upon  the
exercise of each Right.



                                                                        2

     Prior to the tenth  day  following  the  acquisition  by a person or
group of beneficial ownership of 20% or more of Emisphere's common stock,
the  Rights  are redeemable for one cent per Right at the option  of  the
Board of Directors.

     The Rights  are  intended  to  enable  all Emisphere stockholders to
realize the long-term value of their investment in the Company. They will
not prevent a takeover, but should encourage  anyone  seeking  to acquire
the Company to negotiate with the Board prior to attempting a takeover.

     The dividend distribution will be made on March 15, 1996, payable to
stockholders of record at the close of business on that date. The  Rights
will  expire on February 23, 2006. The Rights distribution is not taxable
to stockholders.

     EMISPHERE  TECHNOLOGIES,  INC.  IS A PUBLICLY HELD BIOPHARMACEUTICAL
COMPANY WORKING TO DEVELOP AND COMMERCIALIZE ITS PROPRIETARY TECHNOLOGIES
WHICH ARE INTENDED TO SURMOUNT THE OBSTACLES WITH THE ORAL ADMINISTRATION
OF MANY CURRENTLY INJECTABLE THERAPEUTIC AGENTS.

CONTACTS          MICHAEL M. GOLDBERG, M.D.
                  CHAIRMAN AND CEO
                  EMISPHERE TECHNOLOGIES, INC.
                  TEL. 914-347-2220

                  KAM H. CHAN
                  THE ANNE MCBRIDE COMPANY
                  TEL. 212-752-0504