Edgar Filing: EMISPHERE TECHNOLOGIES INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MHR Institutional Advisors II LLC

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2006

3. Issuer Name and Ticker or Trading Symbol
EMISPHERE TECHNOLOGIES INC [EMIS]

(Last)

(First)

(Middle)

40 WEST 57TH STREET,,Â 24TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Exchangeable Secured Loan ⁽¹⁾	01/30/2006	09/26/2012	Common Stock	873,978	$ 3.78	I	See attached footnote ⁽²⁾
Exchangeable Secured Loan ⁽¹⁾	01/30/2006	09/26/2012	Common Stock	2,201,817	$ 3.78	I	See attached footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MHR Institutional Advisors II LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

/s/ Hal Goldstein Name: Hal Goldstein Title: Vice President MHR Institutional Advisors II LLC		02/01/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Commencing on January 30, 2006, certain investment funds managed by the Reporting Person became entitled to exchange a secured loan made to the Issuer into convertible notes of the Issuer on a dollar-for-dollar basis. If the secured loan is exchanged for convertible notes, additional shares of the Issuer's common stock may be issuable upon the subsequent conversion of the convertible notes into shares of the Issuer's common stock as the convertible notes pay interest in-kind by the delivery of additional convertible notes to the holders thereof. As of the date of the filing of this Form 3, the secured loan has not been exchanged into convertible notes.
(2)	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 II") is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securties held for the account of Insitutuional Advisors II.
(3)	These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Advisors II.
Â Remarks: Remarks: TheÂ filingÂ ofÂ thisÂ statementÂ shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ theÂ ReportingÂ PersonÂ isÂ theÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ notÂ heldÂ directlyÂ forÂ hisÂ orÂ itsÂ accountÂ forÂ purposesÂ ofÂ SectionÂ 16Â ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â asÂ amended,Â orÂ otherwise.

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