Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RACHESKY MARK H MD
   2. Issuer Name and Ticker or Trading Symbol
EMISPHERE TECHNOLOGIES INC [EMIS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
40 WEST 57TH STREET, 24TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/22/2007
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1)               2,660 D  
Common Stock               3,123,626 I See footnote (2)
Common Stock               424,818 I See footnote (3)
Common Stock 08/22/2007   P   129,390 A (4) 317,369 I See footnote (5)
Common Stock 08/22/2007   P   325,972 A (4) 799,549 I See footnote (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 3.948 08/22/2007   P   25,878   02/22/2007 08/21/2012 Common Stock 25,878 (4) 25,878 I See footnote (5)
Warrants (right to buy) $ 3.948 08/22/2007   P   65,195   02/22/2007 08/21/2012 Common Stock 65,195 (4) 65,195 I See footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RACHESKY MARK H MD
40 WEST 57TH STREET
24TH FLOOR
NEW YORK, NY 10019		   X   X    
MHR Capital Partners Master Account LP
40 WEST 57TH STREET
24TH FLOOR
NEW YORK, NY 10019		     X    
MHR ADVISORS LLC
40 WEST 57TH STREET
24TH FLOOR
NEW YORK, NY 10019		     X    
MHR Institutional Partners IIA LP
40 WEST 57TH STREET
24TH FLLOR
NEW YORK, NY 10019		     X    
MHR Institutional Advisors II LLC
40 WEST 57TH STREET
24TH FLOOR
NEW YORK, NY 10019		     X    
MHR FUND MANAGEMENT LLC
40 WEST 57TH STREET
24TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

 /s/ Hal Goldstein, Attorney in Fact   08/24/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of restricted stock vest in full on October 20, 2007.
(2) These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC ("Fund Management") is a Delaware limited liability company that has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account.
(3) These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100).
(4) The securities reported as having been acquired herein were purchased by the reporting person as units for $3.785 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.2 shares of common stock. Each warrant is exercisable into one share of common stock at an exercise price of $3.948.
(5) These securities are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II.
(6) These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA.
 
Remarks:
The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not
held directly for this or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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