EXHIBIT 31.2

CERTIFICATION

I, Elliot M. Maza, certify that:

    1.  I have reviewed this annual report on Form 10-K of Emisphere
        Technologies, Inc;

    2.  Based on my knowledge, this annual report does not contain any untrue
        statement of material fact or omit to state a material fact necessary to
        make the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this annual report;

    3.  Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report;

    4.  The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
        registrant and we have:

                a)  Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiary, is made known to us by others within that
                    entity, particularly during the period in which this annual
                    report is being prepared;

                b)  Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this annual report
                    our conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this annual, based on such evaluation; and

                c)  Disclosed in this annual report any change in the
                    registrant's internal control over financial reporting that
                    occurred during the most recent fiscal quarter that has
                    materially affected, or is reasonably likely to materially
                    affect, the registrant's internal control over financial
                    reporting; and

    5.  The registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation, to the registrant's auditors and the audit
        committee of registrant's board of directors:

                a)  All significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

                b)  Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls.


                                           /S/ Elliot M. Maza
                                           ------------------
                                           Elliot M. Maza
                                           Chief Financial Officer
                                           March 29, 2004