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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
EMISPHERE TECHNOLOGIES INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
291345106
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(CUSIP Number)
Alberto W. Vilar, Amerindo Investment Advisors Inc.,
One Embarcadero Center, Suite 2300,
San Francisco, CA 94111-3162; Telephone: (415) 362-0292
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 14, 1997
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13D/A-1(b)(3) or (4), check the following space .
---
Check the following space if a fee is being paid with the statement . (A
---
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13D/A-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13D/A-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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CUSIP
No. 291345106 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO
INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR AND
GARY A. TANAKA, who disaffirm the existence of any group and who are
sometimes collectively referred to as the "Reporting Persons."
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
See Item 6 of separate cover pages for Reporting Persons
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7 Sole Voting Power
Number of None
Shares
Beneficially -----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 1,107,300 shares in the aggregate for all Reporting Persons
With and as to all of which beneficial ownership is disclaimed
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9 Sole Dispositive Power
None
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10 Shared Dispositive Power
1,107,300 shares in the aggregate for all Reporting Persons
and as to all of which beneficial ownership is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,107,300 shares in the aggregate for all Reporting Persons and as to
all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 11.69%
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14 Type of Reporting Person* IA, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 291345106 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
California
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7 Sole Voting Power
Number of None
Shares
Beneficially -----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 660,000 shares, as to all of which beneficial ownership
With is disclaimed
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9 Sole Dispositive Power
None
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10 Shared Dispositive Power
660,000 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
660,000 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 6.97%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 291345106 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERINDO INVESTMENT ADVISORS, INC.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
Panama
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7 Sole Voting Power
Number of None
Shares
Beneficially ----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 447,300 shares, as to all of which beneficial ownership
With is disclaimed
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9 Sole Dispositive Power
None
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10 Shared Dispositive Power
447,300 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
447,300 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 4.72%
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14 Type of Reporting Person* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 291345106 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALBERTO W. VILAR
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of None
Shares
Beneficially ----------------------------------------------------------------
Owned By
Each 8 1,107,300 shares, as to all of which beneficial ownership
Reporting is disclaimed
Person
With ----------------------------------------------------------------
9 Sole Dispositive Power
None
----------------------------------------------------------------
10 Shared Dispositive Power
1,107,300 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,107,300 shares, as to all of which beneficial ownership is disclaimed
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 11.69%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 291345106 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GARY A. TANAKA
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds*
00
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of None
Shares
Beneficially ----------------------------------------------------------------
Owned By
Each 8 Shared Voting Power
Reporting
Person 1,107,300 shares, as to all of which beneficial ownership
With is disclaimed
----------------------------------------------------------------
9 Sole Dispositive Power
None
----------------------------------------------------------------
10 Shared Dispositive Power
1,107,300 shares, as to all of which beneficial ownership
is disclaimed
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,107,300 shares, as to all of which beneficial ownership is disclaimed
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [X]
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13 Percent of Class Represented by Amount in Row (11) 11.69%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 291345106 13D/A
ITEM 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
Common Stock of Emisphere Technologies Inc. ("the Issuer"), whose principal
executive offices are located at 15 Skyline Drive, Hawthorne, NY 10532.
ITEM 2. Identity and Background.
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This statement is being filed by Amerindo Investment Advisors Inc.,
a California corporation whose principal executive offices are located at
One Embarcadero Center, Suite 2300, San Francisco, California, 94111
("Amerindo"), Amerindo Investment Advisors, Inc., a Panama corporation, whose
principal executive offices are located at Edificio Sucre, Calle 48 Este, Bella
Vista, Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar
and Gary A. Tanaka. Although this statement is being made jointly by Amerindo,
Amerindo Panama, and Messrs. Vilar and Tanaka, each of them expressly
disaffirms membership in any group under Rule 13D/A-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise.
Amerindo is registered as an investment advisor under the Investment
Advisors Act of 1940, as amended. Messrs. Alberto W. Vilar and Gary A. Tanaka,
whose business addresses are the same as those set forth for Amerindo and each
of whom is a U.S. citizen, are the only directors and executive officers of
Amerindo Panama. They are also the only directors and executive officers of
Amerindo, other than Mr. James H. Furey, Chief Operating Officer, and
Mr. Joaquin Garcia-Larrieu, Chief Financial Officer. Mr. Furey and Mr.
Garcia's business addresses are at Amerindo's offices at 399 Park Avenue,
New York, New York 10022. Amerindo, Amerindo Panama, and Messrs. Vilar and
Tanaka are sometimes hereinafter collectively referred to as the "Reporting
Persons." Messrs. Vilar, Tanaka, Furey and Garcia are sometimes hereinafter
collectively referred to as the "Other Named Individuals."
During the last five Quarters, none of the Reporting Persons or Other
Named Individuals has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such individual or entity
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such individual or
entity was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amounts of Funds or Other Consideration.
- ------- --------------------------------------------------
All purchases of the subject securities by the Reporting Persons
have been in the ordinary course of the respective businesses of Amerindo
and Amerindo Panama (collectively, the "Advisor Entities") as investment
advisors. Accordingly, the funds used to purchase the subject securities
have been client funds pertaining to accounts under management. Purchases of
the Issuer's securities by the Named Individuals would all be and have all
been made with their personal funds, except that margin credit may also be,
and may have been, employed.
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ITEM 4. Purpose of Transaction.
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All of the subject securities have been purchased by the Advisor
Entities in the ordinary course of their respective businesses as
investment advisors, and not with the purpose of effecting change or
influencing the control of the issuer or in connection with or as a
participant in any transaction having such purpose or effect, including
any transaction subject to Rule 13D/A-3(b) under the Exchange Act.
Additionally, because each of the Advisor Entities is obligated to act
in the best interests of its respective clients and in accordance with
the respective mandates of those clients, there is no agreement between
or among any of the Reporting Persons to act together with respect to the
Issuer or its securities, except that they may, from time to time and
provided that transactions are otherwise being effected at the same time,
aggregate orders for client accounts in order to receive more favorable
trading terms. Any of the subject securities acquired or which might in
the future be acquired by any of the Named Individuals have been and would
be acquired for investment and not with the purpose of effecting change or
influencing the control of the issuer or in connection with or as a
participant in any transaction having such purpose or effect, including
any transaction subject to Rule 13D/A-3(b) under the Exchange Act.
ITEM 5. Interests in Securities of Issuer.
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(a) See Exhibit "A" attached hereto for information setting forth for
each of the Reporting Persons and for each Named Individual the aggregate number
of shares of the Common Stock of Issuer beneficially owned by such person as of
March 14, 1997, and the percentage which such shares constitute of the total
number of shares outstanding, as reflected on Issuer's Form 10Q for the Quarter
Ending October 31, 1996, unless information has been obtained as of a later
date directly from the Issuer (with beneficial ownership determined as set forth
in Rule 13D/A-3 under the Exchange Act, but disclaimed except as set forth in
the Exhibit).
(b) Messrs. Vilar and Tanaka share voting and dispositive power
over all shares shown as owned by any of the Reporting Persons, however, each
client of the Advisor Entities has the unilateral right to terminate the
advisory arrangement with the Entity in question on notice which typically need
not exceed 30 days. Each of the Other Named Individuals has sole voting and
dispositive power as to the shares shown in Exhibit "A" as owned by him.
(c) The table contained in Exhibit "B" attached hereto sets forth for
each of the Reporting Persons and Named Individuals information concerning all
acquisitions and dispositions of Issuer's Common Stock by any such person
during the period beginning on February 10, 1997, and ending on March 14, 1997,
including (i) the date of the transaction (ii) whether the transaction
was a purchase or sale, (iii) the number of shares involved, and (iv) the price
per share at which the transaction was effected. All transactions were
effected on the open market.
(d) The shares covered by this statement are all owned by clients
of the Advisor Entities. No such person's interest in the securities included
in this statement exceeds 5% of the class outstanding.
(e) Inapplicable
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ITEM 6. Contracts, Arrangements, Understandings or
- ------ Relationships with Respect to Securities
of the Issuer.
------------------------------------------
Messrs. Vilar and Tanaka are the sole shareholders and directors
of each of the Advisor Entities. As stated above, clients of those
Entities generally have the right to terminate their investment advisory
arrangements with those Entities on notice of 30 days or less.
ITEM 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Inapplicable.
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SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, DIRECTOR
/s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
--------------------------------------
GARY A. TANAKA
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<PAGE>
EXHIBIT A
EMISPHERE TECHNOLOGIES INC.
COMMON STOCK
291345106
The following table sets forth for each of the Reporting Persons and
for each Other Named Individual the aggregate number of shares of the Common
Stock of the Issuer beneficially owned by such person as of March 14, 1997,
and the percentage which such shares constitute of the total number of
shares outstanding, as reflected on the Issuer's Form 10Q for the Quarter
Ending October 31, 1996, unless based on more recent information obtained
directly from the Issuer (with beneficial ownership determined as set forth in
Rule 13D/A-3 under the Exchange Act, but disclaimed as set forth in the
footnote):
NAME NO. OF SHARES (1) PERCENT OF CLASS
---- ------------- ----------------
Amerindo 660,000 6.97%
Amerindo Panama 447,300 4.72%
Alberto W. Vilar 1,107,300 11.69%
Gary A. Tanaka 1,107,300 11.69%
James H. Furey 0 0.00%
Joaquin Garcia 0 0.00%
_____________________________________
(1) Messrs. Vilar and Tanaka, as the sole directors and shareholders of
each of the Advisor Entities, share voting and investment power as to all
shares shown as owned by the Advisor Entities, but they and the Advisor
Entities disclaim ownership of any of such shares. Each client of the
Advisor Entities has the unilateral right to terminate the advisory
arrangement with the Entity in question on notice which typically need
not exceed 30 days.
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EXHIBIT B
EMISPHERE TECHNOLOGIES INC.
COMMON STOCK
291345106
The following table sets forth for each of the Reporting Persons and Other
Named Individuals information concerning all acquisitions and dispositions
of the Issuer's Common Stock by any such person during the period beginning
on February 10, 1997, and ending on March 14, 1997, including (i) the date of
the transaction (ii) whether the transaction was a purchase or sale, (iii) the
number of shares involved, and (iv) the price per share at which the
transaction was effected. All transactions were effected on the open market.
Type of Number Price
Name Date Transaction of Shares per Share
- ---- ---- ----------- --------- ---------
Amerindo 02-11-97 Sell 20,000 23.250
Amerindo Panama 02-24-97 Sell 17,500 25.175
Amerindo Panama 02-27-97 Sell 25,000 25.375
Amerindo Panama 02-27-97 Sell 5,200 25.291
Amerindo Panama 02-28-97 Sell 25,000 24.350
Amerindo Panama 03-14-97 Sell 7,500 22.292
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EXHIBIT C
EMISPHERE TECHNOLOGIES INC.
COMMON STOCK
291345106
We hereby agree that the within Statement on Schedule 13D/A regarding our
beneficial ownership of Common Stock is filed on behalf of each of us.
AMERINDO INVESTMENT ADVISORS INC.,
a California corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, PRESIDENT
AMERINDO INVESTMENT ADVISORS, INC.,
a Panama corporation
By: /s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR, DIRECTOR
/s/ Alberto W. Vilar
--------------------------------------
ALBERTO W. VILAR
/s/ Gary A. Tanaka
--------------------------------------
GARY A. TANAKA
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