EXHIBIT 10.8 

August 30, 2007 

To:     NR
Securities LTD 

Re:     Adjustments to warrant No. A1 issued by
Emisphere Technologies, Inc. on March 31, 2005 (the “Warrant”) 

Dear Warrant Holder: 

     Pursuant
to the terms of the Warrant, Emisphere Technologies, Inc. (the “Company”) is
required to provide you with notice upon any antidilution adjustments. As
described below, the Company has consummated a financing that results in a new
exercise price for shares subject to the Warrant of $3.98. Additionally, the
Warrant now entitles you to purchase from the Company up to a total of 188,442
shares of common stock of the Company (“Common Stock”).

     According
to the terms and conditions of the Warrant, the Warrant entitles the holder to
purchase up to 187,500 shares (“Warrant Shares”) of Common Stock at an exercise
price for each share of Common Stock of $4.00. Thereafter, certain antidilution
adjustments are required to be made upon the occurrence of certain
events.

     On August 22, 2007, the Company
completed the sale (the “Offering”) of 2,000,000 shares of Common Stock and
warrants to purchase 400,000 shares of Common Stock. The shares of Common Stock
and warrants were sold together as units for a negotiated sales price of $3.785.
The Common Stock sold in the Offering had a deemed per share price of $3.76 per
share, the last reported sale price for our common stock on the Nasdaq Global
Market on August 16, 2007. Therefore, pursuant to the terms of the Warrant, the
Offering resulted in the automatic adjustment of the Exercise Price to $3.98 and
of the Warrant Shares to 188,442. The calculation reflecting these adjustments
is shown below.

     The value
of the warrant coverage for the warrants sold in the Offering was $0.025. Based
on the 20% level of warrant coverage, the consideration received for a warrant
to purchase one full share of Common Stock is $0.125 ($0.025 multiplied by 5).
The warrants are also subject to an exercise price of $3.948 per share of common
stock, resulting in a total price for each share of Common Stock subject to the
warrants of $4.073 ($0.125 plus $3.948). Therefore, the sale of the warrants in
the Offering does not trigger any further antidilution adjustment to the
exercise price of the Warrant.

Adjustment Calculations


Adjustment to Exercise
Price 

     The
Warrant provides that upon the issuance of Additional Shares of Common Stock (as
defined in the Warrant), without consideration or for a consideration per share
less than the Exercise Price in effect on the date of and immediately prior to
such issue, the Exercise Price shall be reduced to a price (calculated to the
nearest cent) determined in accordance with the following formula: 

	New Exercise
      Price =  	EP1  
    	x 
     	CS1  + 
      AS1 
	  	  	  	CS1 
      +  AS2 



where 

EP1 = the
Exercise Price then in effect; 
CS1 = the
total number of shares of Common Stock outstanding immediately prior to such
issue calculated on a fully diluted basis, as if all convertible securities had
been fully converted into shares of Common Stock and any outstanding options
bearing an exercise price lower than the price at which the Additional Shares of
Common Stock were issued had been fully exercised as of such date; 
AS1 = the
total number of Additional Shares of Common Stock that would have been issued at
the aggregate consideration received by the Company at the Exercise Price in
effect immediately prior to such issuance; and 
AS2 = the total number of
Additional Shares of Common Stock issued. 

New Exercise
Price = $4.00   x   29,450,133
+ 1,880,000 
 29,450,133 + 2,000,000 

New Exercise
Price = $4.00   x   31,330,133 
 31,450,133 

New Exercise
Price = $3.98 




Adjustment to Share
Number 

     The
Warrant provides that upon each adjustment of the Exercise Price, the number of
Warrant Shares shall be adjusted by multiplying such number of Warrant Shares by
a fraction, the numerator of which shall be the Exercise Price in effect
immediately prior to such adjustment and the denominator of which shall be the
Exercise Price in effect after giving effect to such adjustment.

     New Warrant
Shares = 187,500    x    $4.00
          $3.98


     New Warrant Shares
= 188,442

     If you have any questions regarding
this notice, please contact William T. Rumble by telephone at (914) 785-4717.


Very truly yours, 

 


	By:  	/s/ William T. Rumble
	William T. Rumble
	Corporate Controller