UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: December 09, 2005

                       (Date of earliest event reported):


                              INNODATA ISOGEN, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                        0-22196               13-3475943
(State or other jurisdiction of         (Commission           (I.R.S. Employer
        incorporation)                  File Number)         Identification No.)


           Three University Plaza
            Hackensack, NJ 07601                                 07601
  (Address of principal executive offices)                    (Zip Code)


                                 (201) 488-1200
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On December 9, 2005,  Jack  Abuhoff  vested in full in options to purchase
100,000  shares of common  stock with an exercise  price of $3.75 per share that
were  granted to him under the  Company's  2001 Stock  Option Plan on August 19,
2004.  Mr.  Abuhoff  agreed  that (i) until  January 19, 2006 he would not sell,
pledge or otherwise  dispose of more than 33,333 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 19th day of any  calendar  month until the 18th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously  sold.  The Base Number for Mr. Abuhoff is 35,416 for the period from
January 19, 2006 until the close of business on February 18, 2006, and increases
by 2,083 for each succeeding  period from the 19th day of each calendar month to
the 18th day of the next calendar month. Jack Abuhoff is the Company's  Chairman
of the Board of Directors and Chief Executive Officer.

      On December 9, 2005, George Kondrach vested in full in options to purchase
200,000  shares of common  stock with an exercise  price of $3.35 per share that
were granted to him under the  Company's  1998 Stock Option Plan on November 10,
2003.  Mr.  Kondrach  agreed that (i) until  January 10, 2006 he would not sell,
pledge or otherwise dispose of more than 104,167 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 10th day of any  calendar  month  until the 9th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously sold. The Base Number for Mr. Kondrach is 108,334 for the period from
January 10, 2006 until the close of business on February 9, 2006,  and increases
by 4,167 for each succeeding  period from the 10th day of each calendar month to
the to the 9th day of the next calendar month.  George Kondrach is the Company's
Executive Vice President.

      On December 9, 2005,  Stephen Agress vested in full in options to purchase
40,000  shares of common  stock with an  exercise  price of $3.35 per share that
were granted to him under the  Company's  1998 Stock Option Plan on November 10,
2003.  Mr.  Agress  agreed  that (i) until  January  10, 2006 he would not sell,
pledge or otherwise  dispose of more than 20,836 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 10th day of any  calendar  month  until the 9th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously  sold.  The Base Number for Mr.  Agress is 21,669 for the period from
January 10, 2006 until the close of business on February 9, 2006,  and increases
by 833 for each  succeeding  period from the 10th day of each calendar  month to
the to the 9th day of the next calendar  month.  Stephen Agress is the Company's
Vice President of Finance and Chief Accounting Officer.

      On December 9, 2005, each of Todd Solomon,  Louise Forlenza, John Marozsan
and Haig  Bagerdjian  vested in full in options  to  purchase  30,000  shares of
common stock with an exercise  price of $3.69 per share that were granted to him
or her under the  Company's  2005 and 1998 Stock  Option  Plans on November  14,
2003.  Each of these  persons  agreed that (i) until  January 14, 2006 he or she
would not sell,  pledge or otherwise dispose of more than 15,625 shares ("Option
Shares")  issued or issuable  on exercise of these  options and (ii) during each
subsequent  period from the 14th day of any calendar month until the 13th day of
the next calendar month he or she would not sell, pledge or otherwise dispose of
a number of Option Shares  greater than the "Base Number" for that period,  less
Option  Shares he or she  previously  sold.  The Base  Number  for each of these
persons  is 16,250  for the  period  from  January  14,  2006 until the close of
business on February 13, 2006, and increases by 625 for each  succeeding  period
from  the  14th  day of each  calendar  month to the to the 13th day of the next
calendar month. Todd Solomon, Louise Forlenza, John Marozsan and Haig Bagerdjian
are directors of the Company,  and Todd Solomon is Vice Chairman of the Board of
Directors.

      The  foregoing  summary is  qualified by reference to the forms of the new
vesting and lock-up agreements that are filed as exhibits herewith.


                                       2
<PAGE>

ITEM 9.01. Financial Statements and Exhibits

(c)   Exhibits

<TABLE>
<S>                                                     <C>
----------------------------------------------------------------------------------------------------------
10.1.   1995 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2.   1998 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3.   2001 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4.   Form of 1995 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.5.   Form of 1998 Stock Option Agreement             Filed herewith
        for Directors
----------------------------------------------------------------------------------------------------------
10.6.   Form of 1998 Stock Option Agreement             Filed herewith
        for Officers
----------------------------------------------------------------------------------------------------------
10.7.   Form of 2001 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.8.   Form of new vesting and lock-up agreement       Filed herewith
        for each of Haig Bagerdjian,
        Louise Forlenza, John Marozsan and
        Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9.   Form of new vesting and lock-up agreement       Filed herewith
        for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10.  Form of new vesting and lock-up agreement       Filed herewith
        for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11.  Form of new vesting and lock-up agreement       Filed herewith
        for Stephen Agress
----------------------------------------------------------------------------------------------------------
</TABLE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             INNODATA ISOGEN, INC.


Date: December 15, 2005                      By: /s/ Stephen Agress
                                                 -------------------------------
                                                 Stephen Agress
                                                 Vice President, Finance


                                       3
<PAGE>

                                           INDEX TO EXHIBITS

<TABLE>
<S>                                                     <C>
----------------------------------------------------------------------------------------------------------
10.1.   1995 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2.   1998 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3.   2001 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4.   Form of 1995 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.5.   Form of 1998 Stock Option Agreement             Filed herewith
        for Directors
----------------------------------------------------------------------------------------------------------
10.6.   Form of 1998 Stock Option Agreement             Filed herewith
        for Officers
----------------------------------------------------------------------------------------------------------
10.7.   Form of 2001 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.8.   Form of new vesting and lock-up agreement       Filed herewith
        for each of Haig Bagerdjian,
        Louise Forlenza, John Marozsan and
        Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9.   Form of new vesting and lock-up agreement       Filed herewith
        for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10.  Form of new vesting and lock-up agreement       Filed herewith
        for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11.  Form of new vesting and lock-up agreement       Filed herewith
        for Stephen Agress
----------------------------------------------------------------------------------------------------------
</TABLE>


                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: December 09, 2005

                       (Date of earliest event reported):

                              INNODATA ISOGEN, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                        0-22196               13-3475943
(State or other jurisdiction of         (Commission           (I.R.S. Employer
        incorporation)                  File Number)         Identification No.)

           Three University Plaza
            Hackensack, NJ 07601                                 07601
  (Address of principal executive offices)                    (Zip Code)

                                 (201) 488-1200
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On December 9, 2005,  Jack  Abuhoff  vested in full in options to purchase
100,000  shares of common  stock with an exercise  price of $3.75 per share that
were  granted to him under the  Company's  2001 Stock  Option Plan on August 19,
2004.  Mr.  Abuhoff  agreed  that (i) until  January 19, 2006 he would not sell,
pledge or otherwise  dispose of more than 33,333 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 19th day of any  calendar  month until the 18th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously  sold.  The Base Number for Mr. Abuhoff is 35,416 for the period from
January 19, 2006 until the close of business on February 18, 2006, and increases
by 2,083 for each succeeding  period from the 19th day of each calendar month to
the 18th day of the next calendar month. Jack Abuhoff is the Company's  Chairman
of the Board of Directors and Chief Executive Officer.

      On December 9, 2005, George Kondrach vested in full in options to purchase
200,000  shares of common  stock with an exercise  price of $3.35 per share that
were granted to him under the  Company's  1998 Stock Option Plan on November 10,
2003.  Mr.  Kondrach  agreed that (i) until  January 10, 2006 he would not sell,
pledge or otherwise dispose of more than 104,167 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 10th day of any  calendar  month  until the 9th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously sold. The Base Number for Mr. Kondrach is 108,334 for the period from
January 10, 2006 until the close of business on February 9, 2006,  and increases
by 4,167 for each succeeding  period from the 10th day of each calendar month to
the to the 9th day of the next calendar month.  George Kondrach is the Company's
Executive Vice President.

      On December 9, 2005,  Stephen Agress vested in full in options to purchase
40,000  shares of common  stock with an  exercise  price of $3.35 per share that
were granted to him under the  Company's  1998 Stock Option Plan on November 10,
2003.  Mr.  Agress  agreed  that (i) until  January  10, 2006 he would not sell,
pledge or otherwise  dispose of more than 20,836 shares ("Option Shares") issued
or issuable on exercise of these options,  and that (ii) during each  subsequent
period  from the 10th day of any  calendar  month  until the 9th day of the next
calendar  month he would not sell,  pledge or  otherwise  dispose of a number of
Option Shares greater than the "Base Number" for that period, less Option Shares
previously  sold.  The Base Number for Mr.  Agress is 21,669 for the period from
January 10, 2006 until the close of business on February 9, 2006,  and increases
by 833 for each  succeeding  period from the 10th day of each calendar  month to
the to the 9th day of the next calendar  month.  Stephen Agress is the Company's
Vice President of Finance and Chief Accounting Officer.

      On December 9, 2005, each of Todd Solomon,  Louise Forlenza, John Marozsan
and Haig  Bagerdjian  vested in full in options  to  purchase  30,000  shares of
common stock with an exercise  price of $3.69 per share that were granted to him
or her under the  Company's  2005 and 1998 Stock  Option  Plans on November  14,
2003.  Each of these  persons  agreed that (i) until  January 14, 2006 he or she
would not sell,  pledge or otherwise dispose of more than 15,625 shares ("Option
Shares")  issued or issuable  on exercise of these  options and (ii) during each
subsequent  period from the 14th day of any calendar month until the 13th day of
the next calendar month he or she would not sell, pledge or otherwise dispose of
a number of Option Shares  greater than the "Base Number" for that period,  less
Option  Shares he or she  previously  sold.  The Base  Number  for each of these
persons  is 16,250  for the  period  from  January  14,  2006 until the close of
business on February 13, 2006, and increases by 625 for each  succeeding  period
from  the  14th  day of each  calendar  month to the to the 13th day of the next
calendar month. Todd Solomon, Louise Forlenza, John Marozsan and Haig Bagerdjian
are directors of the Company,  and Todd Solomon is Vice Chairman of the Board of
Directors.

      The  foregoing  summary is  qualified by reference to the forms of the new
vesting and lock-up agreements that are filed as exhibits herewith.

                                       2
ITEM 9.01. Financial Statements and Exhibits

(c)   Exhibits
----------------------------------------------------------------------------------------------------------
10.1.   1995 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2.   1998 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3.   2001 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4.   Form of 1995 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.5.   Form of 1998 Stock Option Agreement             Filed herewith
        for Directors
----------------------------------------------------------------------------------------------------------
10.6.   Form of 1998 Stock Option Agreement             Filed herewith
        for Officers
----------------------------------------------------------------------------------------------------------
10.7.   Form of 2001 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.8.   Form of new vesting and lock-up agreement       Filed herewith
        for each of Haig Bagerdjian,
        Louise Forlenza, John Marozsan and
        Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9.   Form of new vesting and lock-up agreement       Filed herewith
        for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10.  Form of new vesting and lock-up agreement       Filed herewith
        for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11.  Form of new vesting and lock-up agreement       Filed herewith
        for Stephen Agress
----------------------------------------------------------------------------------------------------------
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             INNODATA ISOGEN, INC.

Date: December 15, 2005                      By: /s/ Stephen Agress
                                                 -------------------------------
                                                 Stephen Agress
                                                 Vice President, Finance

                                       3
INDEX TO EXHIBITS
----------------------------------------------------------------------------------------------------------
10.1.   1995 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2.   1998 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3.   2001 Stock Option Plan                          Incorporated herein by reference from Exhibit A to
                                                        the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4.   Form of 1995 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.5.   Form of 1998 Stock Option Agreement             Filed herewith
        for Directors
----------------------------------------------------------------------------------------------------------
10.6.   Form of 1998 Stock Option Agreement             Filed herewith
        for Officers
----------------------------------------------------------------------------------------------------------
10.7.   Form of 2001 Stock Option Agreement             Filed herewith
----------------------------------------------------------------------------------------------------------
10.8.   Form of new vesting and lock-up agreement       Filed herewith
        for each of Haig Bagerdjian,
        Louise Forlenza, John Marozsan and
        Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9.   Form of new vesting and lock-up agreement       Filed herewith
        for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10.  Form of new vesting and lock-up agreement       Filed herewith
        for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11.  Form of new vesting and lock-up agreement       Filed herewith
        for Stephen Agress
----------------------------------------------------------------------------------------------------------
4