X0202 3 2005-03-31 0 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001019190 MHR CAPITAL PARTNERS LP 40 WEST 57TH STREEET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2856736 I See footnote Common Stock 393264 I See footnote Warrants (right to buy) 4.00 2005-03-31 2010-03-31 Common Stock 823387 I See footnote Warrants (right to buy) 4.00 2005-03-31 2010-03-31 Common Stock 114114 I See footnote These securities are held for the account of MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Capital Partners. 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 Capital Partners. 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). The filing of this statement shall not be deemed an admission that the any of the Reporting Persons is the beneficial owner of any securities not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Mark H. Rachesky, M.D. 2005-04-08 MHR Advisors LLC, by Hal Goldstein as Vice President 2005-04-08 MHR Capital Partners LP, by MHR Advisors LLC as General Partner, by Hal Goldstein as Vice President 2005-04-08