As filed with the Securities and Exchange Commission on May 8, 1998
                             Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT 0F 1933


                            TRACK DATA CORPORATION
            (Exact name of registrant as specified in its charter)

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  22-3181095
                      (IRS Employer Identification Number)

                                56 PINE STREET
                           NEW YORK, NEW YORK 10005
                                (212) 422-4300
              (Address, including zip code, and telephone number,
      including area code, of registrants's principal executive offices)

                     MARTIN KAYE, VICE PRESIDENT - FINANCE
                               95 ROCKWELL PLACE
                           BROOKLYN, NEW YORK 11217
                                (718) 522-0222
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)



                            1996 STOCK OPTION PLAN
                                    OPTIONS
                          (Full title of option plan)

                       Copies of all Communications to:
                             Oscar D. Folger, Esq.
                               521 Fifth Avenue
                           New York, New York 10175
                                (212) 697-6464

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

<TABLE>
<CAPTION>
<S>                            <C>              <C>               <C>                   <C>
                                                PROPOSED          PROPOSED
                               AMOUNT           MAXIMUM           MAXIMUM               AMOUNT OF
TITLE OF SECURITIES            TO BE            OFFERING PRICE    AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED               REGISTERED (1)   PER SHARE (2)     PRICE (2)             FEE
-----------------------------  ---------------  ----------------  --------------------  -------------

Common Stock, $.01 par  value   865,000 shares  $           3.75  $          3,243,750  $      956.91
</TABLE>


(1)       The Registration Statement also includes an undeterminable number of
additional  Shares  that  may  become  issuable  pursuant  to  anti-dilution
provisions  of  the  Plans.
(2)       Estimated for purposes of computing the registration fee pursuant to
Rule  457(c)  based  upon the average of the high and low prices of the Common
Stock  as  reported  by  NASDAQ  NMS  on  May  5,  1998.



<PAGE>
------
PROSPECTUS
----------
                            TRACK DATA CORPORATION

                       ________________________________

                        865,000 Shares of Common Stock
                       ________________________________


This  Prospectus  relates  to  865,000  shares  of  Common Stock of Track Data
Corporation (the "Company"), par value $.01 per share (the "Shares"), of which
800,000  are  issuable pursuant to the 1996 Stock Option Plan (the "Plan") and
65,000  options  not  issued  pursuant to the Plan in connection with services
rendered to the Company.  Any Shares which are offered will be offered for the
respective  accounts  of  the  Selling Shareholders.  This Prospectus does not
relate  to the sale or issuance by the Company of any securities.  The Company
will  not  receive  any  proceeds  from  the sale of the Shares by the Selling
Shareholders.    The  Company will receive proceeds at the respective exercise
prices  upon  exercise  of  the  options.

     The  Company  has been advised by the Selling Shareholders that there are
no  underwriting arrangements with respect to the sale of the Shares, that the
Shares  will  be  sold  from  time  to  time in brokerage transactions at then
prevailing  prices  and in private transactions at negotiated prices, and that
usual and customary brokerage fees will be paid by the Selling Shareholders in
connection  therewith.

     The Company's Common Stock is traded on the NASDAQ National Market System
under  the  symbol  TRAC.  On  May 5, 1998 the closing price for the Company's
Common  Stock  as  reported  by  NASDAQ  NMS  was  $3.75  per  share.

                       ________________________________

                THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                         SEE "RISK FACTORS" ON PAGE 4.
                       ________________________________


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  NOR  HAS  THE  COMMISSION  PASSED  UPON  THE ACCURACY OR
ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.



The  price  to  public, underwriting discounts and commissions and proceeds to
selling  shareholders  are  not  determinable  at  this  time.


     THE  DATE  OF  THIS  PROSPECTUS  IS  MAY          ,  1998



<PAGE>
AVAILABLE  INFORMATION

     The  Company  is  subject to the reporting requirements of the Securities
Exchange  Act  of  1934  and  in  accordance therewith files reports and other
information  with  the  Securities and Exchange Commission (the "Commission").
Such  reports  and  other information may be inspected at the public reference
facilities  maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington,  D.C. 20549, and at the Commission's Regional Offices: Suite 1400,
Northwestern  Atrium Center, 500 West Madison Street, Chicago, Illinois; Seven
World  Trade  Center  -  13th  Floor,  New York, New York; and Suite 500, 5757
Wilshire  Boulevard,  Los Angeles, California. Copies of such materials may be
obtained  from  the  Public  Reference  Section  of  the Commission, 450 Fifth
Street,  N.W., Washington, D.C. 20549, at prescribed rates. The SEC also makes
electronic  filings  publicly  available  on  the  Internet within 24 hours of
acceptance. The SEC's Internet address is http://www.sec.gov. The SEC Web site
also contains reports, proxy and information statements, and other information
regarding  registrants  that  file  electronically  with  the  SEC.

     The  Company  undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of such person,
a  copy  of  any  and  all  of  the  information that has been incorporated by
reference in the Prospectus (not including exhibits to the information that is
incorporated  by  reference unless such exhibits are specifically incorporated
by  reference  into  the  information  that the Prospectus incorporates). Such
request  should  be  directed  to  the  Secretary,  Track Data Corporation, 95
Rockwell  Place,  Brooklyn,  New  York  11217.

     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS  OTHER  THAN  THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS  MUST  NOT  BE  RELIED  UPON  AS  HAVING BEEN AUTHORIZED. THIS
PROSPECTUS  DOES  NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON
TO  WHOM  SUCH  OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES OTHER
THAN  THE  REGISTERED  SECURITIES TO WHICH IT RELATES. NEITHER THE DELIVERY OF
THIS  PROSPECTUS  NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY
THAT  THE  INFORMATION PROVIDED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS  DATE.


<PAGE>
                                  THE COMPANY


     The Company was incorporated in Delaware in June 1992. On March 31, 1996,
Track  Data  Corporation  ("Track"),  a principal stockholder of Global Market
Information,  Inc.  ("Global"),  merged into Global and the name of Global was
changed  to  Track  Data Corporation ("TDC" or the "Company"). Pursuant to the
merger  (the "Merger"), Global issued 12,000,000 shares of its common stock in
exchange  for  all of the outstanding stock of Track. Global, as the surviving
corporation,  assumed  all  of  Track's  assets,  liabilities and obligations.

     On  November  7, 1997, Barry Hertz, Chairman and principal stockholder of
the  Company,  transferred  his 100% ownership in Newsware, Inc. ("NW") to the
Company  for  no  consideration.  NW  owed Mr. Hertz approximately $1,025,000,
which  was  contributed  to capital prior to this transaction, and NW owed the
Company  approximately  $1,200,000,  net  of  reserves,  at  the  time of this
transaction.  NW  is  a  provider  of  on-line  news  information  services.

     For  accounting  purposes,  the  Merger  in  1996  and  subsequently  the
contribution  of  NW  in  1997  were treated as combinations of entities under
common  control  similar  to pooling-of-interests. Accordingly, the historical
financial  position  and  results  of operations of Track, Global and Newsware
have  been  combined  for  all  periods  presented.

     Track  Data  Corporation  is  a  supplier  of  electronically  delivered
financial  information  since  1981.  TDC  provides real-time financial market
data,  financial  data  bases, historical information, analytical services and
data  manipulation tools, through a sophisticated private data network to high
end  users  in  the  equity/options/futures  trading marketplace. TDC delivers
information  on  equities,  options, futures, commodities, listed bonds, fixed
income securities and foreign currencies from all North American exchanges and
from  the  principal  exchanges  in Europe, Latin America and the Far East. In
addition,  TDC  disseminates  news  and third party data base information from
more  than  100  sources  worldwide.

     The Company maintains more than a dozen offices worldwide, with executive
offices located at 56 Pine Street, New York, New York 10005 and at 95 Rockwell
Place,  Brooklyn,  New  York  11217.  Its  telephone number is 212-943-4555 or
718-522-7373.



<PAGE>
                                 RISK FACTORS

     AN  INVESTMENT  IN  THE  COMMON  STOCK INVOLVES A HIGH DEGREE OF RISK AND
SHOULD  BE  MADE  ONLY  BY  INVESTORS  WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.  PROSPECTIVE  PURCHASERS,  PRIOR  TO  MAKING  AN INVESTMENT IN THE
SECURITIES,  SHOULD  CAREFULLY  CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO
HEREIN,  THE  FOLLOWING  RISK FACTORS AND SHOULD CONSULT WITH THEIR OWN LEGAL,
TAX  AND  FINANCIAL  ADVISORS  WITH  RESPECT  THERETO.


Competition  and  Technological  Change.
----------------------------------------

     The  Company operates in a highly competitive market in which it competes
with  other  distributors  of financial and business information, some of whom
have  substantially  greater  financial resources. The Company competes, among
other  things,  on the basis of price, on the quality and reliability of data,
and  on  the  flexibility  of  services.    There can be no assurance that the
Company  will  not  encounter increased competition in the future, which could
limit  its  ability  to maintain or increase market share or maintain margins,
and  which  could  have  a  material adverse effect on its business, financial
condition  or operating results. The industry in which the company competes is
characterized  by  developments  requiring  rapid  adaptation  to  provide
competitive  products  and  services.  The Company believes that the increased
competition  within  the online services market could result in reduced market
share,  price  reductions,  and  increased  spending  on marketing and product
development,  which  could  have  a materially adverse effect on the Company's
financial  condition  and  operating  results.


Control.
--------

     Barry  Hertz,  the  Company's  Chairman,  directly  or  indirectly  owns
11,717,145  shares  of  the Company's Common Stock, representing approximately
80%  of  the  total  shares  outstanding.  As a result, Mr. Hertz controls the
Company.   Since there are no cumulative voting rights, Mr. Hertz controls the
election  of  all  of  the  members of the Company's Board of Directors.  This
control  by Mr. Hertz will prevent a change in control of the Company which is
not  approved by Mr. Hertz.  As a result, potential purchasers may not seek to
acquire control of the Company through the purchase of Common Stock.  This may
tend  to  reduce  the  price  of  the  Company's  Common  Stock.


Dependence  on  Management.
---------------------------

     The Company is significantly dependent upon the continued availability of
Barry  Hertz,  its  Chairman.   The loss or unavailability of Mr. Hertz for an
extended  period  of time could have a material adverse effect on its business
operations  and  prospects.    To  the  extent  that  his  services  would  be
unavailable  to  the  Company for any reason, the Company would be required to
procure  other  personnel  to  manage  and operate the Company and develop its
products.   There can be no assurance that the Company would be able to locate
or  employ  such  qualified personnel on acceptable terms. The Company has not
entered  into  any  employment  agreement  with  Mr.  Hertz.



<PAGE>
------
Dependence  on  Securities  Markets.
------------------------------------

     The  services of the Company are primarily directed towards customers who
invest  or  trade  in  the securities markets.  To the extent that interest in
investing  or  trading  decreases due to volatility in the securities markets,
the  operations  and  revenues  of  the  Company could be materially adversely
affected.


Lack  of  Intellectual  Property  Protection.
---------------------------------------------

     The  Company  maintains  proprietary  economic  and  historical financial
databases.  The Company considers its AIQ analytic software to be proprietary.
The  Company  protects  its  proprietary  information  with  standard  secrecy
agreements.    There  can be no assurance that the parties to such agreements,
other  than  the  Company,  will  not  breach  any  of  the provisions of such
agreements  and  that,  in  the  event  of  a breach or threatened breach, the
Company  will  be able to enforce its rights under the agreements.  Should the
Company's  proprietary information be disclosed, the business and prospects of
the  Company  could be adversely affected.  The Company does not have, and has
not  applied  for,  any  patent  protection  for  its proprietary information.


Shares  Available  for  Future  Sale.
-------------------------------------

     There  are  presently  outstanding  14,616,202 shares of common stock, of
which  751,100 are deemed "restricted securities."  These shares are held in a
trust  for  the  benefit  of  employees and consultants pursuant to a deferred
compensation  plan.  "Restricted  securities"  may  not  be  sold  except  in
compliance  with  Rule  144  under the Securities Act of 1933, as amended (the
"Securities  Act").    Rule  144,  in  essence, provides that a person holding
restricted  securities for a period of one year may publicly sell in brokerage
transactions  an  amount equal to 1% of the Company's outstanding Common Stock
every  three months or, if greater, a percentage of the shares publicly traded
during  a  designated  period.

     The  Company has issued to the underwriter of its initial public offering
(the "Underwriter") an option to purchase 120,000 shares of Common Stock for a
period  of four years ending August 10, 1999. The holders of the Underwriter's
Options  also  have  piggy-back  registration rights for a period of six years
ending  August  10,  2000.  Such  options  and underlying shares are presently
registered  pursuant  to  a  registration  statement  filed  on  Form  S-3.

     Sales  of  the Company's Common Stock under options may have a depressive
effect  on the price of the Common Stock and the issuance of additional Common
Stock  upon  the  exercise  of  options  will  also  dilute  the proportionate
ownership  of  the  then  current  stockholders  of  the  Company.


Broad  Discretion  in  Application  of  Proceeds.
-------------------------------------------------

     Management has designated the proceeds from the exercise of options to be
used  for  general  corporate  and  working  capital  purposes and they may be
expended  at  the discretion of the Company's management.  The Company has not
made any specific allocations as to the use of any such proceeds.  As a result
of  the foregoing, any return on investment to investors will be substantially
dependent  upon  the  discretion and judgment of the Company's management with
respect  to  the  application  of  the  net  proceeds  of  the  offering.

     Pending  their  use, the net proceeds from the exercise of options may be
invested  by  the  Company in short-term, interest-bearing securities or money
market  funds.    The  Company  does  not  require  that  any specific minimum
investment criteria be used in selecting such short-term investments, but will
select  such  investments  as  it deems appropriate, taking into consideration
such  factors  as  liquidity, return on and safety of investment.  See "Use of
Proceeds".


Continued  Listing  Requirements  for  NASDAQ  Securities.
----------------------------------------------------------

     While  the  Common Stock is presently listed on the Nasdaq NMS, there can
be  no  assurance  that  the  Company  will  continue  to meet the maintenance
criteria  for  continued listing of its securities on Nasdaq.  These continued
listing  criteria  include,  among  other  things,  $4,000,000 in net tangible
assets,  a  public  float  of  750,000  shares  with  a  market value equal to
$5,000,000  held by at least 400 stockholders, two market makers and a minimum
bid  price  of $1.00 per share of common stock. There can be no assurance that
the  Company  will  continue to satisfy these criteria.  If the Company became
unable  to  meet  the continued listing criteria of the Nasdaq National Market
System  and  became  delisted  therefrom, trading, if any, in the Common Stock
would  thereafter  have  to be conducted in the Nasdaq Small-Cap Market, or in
the  so-called  "pink  sheets"  or,  if then available, the Nasdaq "Electronic
Bulletin  Board".    As  a result, an investor would find it more difficult to
dispose  of,  and  to  obtain  accurate  quotations  for  his  Common  Stock.


Authorization  and  Discretionary  Issuance  of  Preferred  Stock.
------------------------------------------------------------------

     The  Company's  Certificate  of  Incorporation authorizes the issuance of
preferred  stock  with  such  designations,  rights  and preferences as may be
determined  from  time  to  time  by the Board of Directors.  Accordingly, the
Board  of  Directors  is  empowered,  without  stockholder  approval, to issue
preferred  stock,  with  dividend,  liquidation,  conversion,  voting or other
rights  which  could  adversely affect the voting power or other rights of the
holders  of  the  Company's  Common  Stock.    In  the  event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging,  delaying  or  preventing  a  change  in control of the Company.
Although  the  Company  has  no  present  intention to issue any shares of its
preferred  stock,  there  can  be  no  assurance that it will not do so in the
future.  Depending on the designations, rights and preferences of a particular
issuance  of  preferred stock, such issuance could adversely affect the market
value  of  the  Company's  Common  Stock.


Indemnification  and  Limitation on Directors' Liabilities Under Delaware Law.
------------------------------------------------------------------------------

     The  Company's  Certificate  of Incorporation limits the liability of its
directors  for  breach  of  their  fiduciary  duty  of care.  The effect is to
eliminate liability of directors for monetary damages arising out of negligent
or  grossly  negligent conduct.  Stockholder actions against a director of the
Company for monetary damages can only be maintained upon a showing of a breach
of  the individual director's duty of loyalty to the Company, a failure to act
in  good  faith,  intentional  misconduct,  a knowing violation of the law, an
improper  personal  benefit, or an illegal dividend or stock purchase, and not
for  such  director's negligence or gross negligence in satisfying his duty of
care.    The Certificate of Incorporation also provides for indemnification as
permitted  by  Delaware  law.    However,  insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act  of 1933 may be permitted to
directors,  officers  or  persons  controlling  the  Company  pursuant  to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission  such  indemnification is against public policy as expressed in the
Act  and  is  therefore  unenforceable.


No  Dividends.
--------------

     The  Company has not paid any cash dividends since its inception and does
not anticipate paying any cash dividends in the foreseeable future.  There can
be  no  assurance that the operations of the Company will result in sufficient
earnings  to  enable  the  Company  to  pay dividends.  It is anticipated that
earnings,  if  any,  will  be  used  to  finance  the  Company's  growth.


                                USE OF PROCEEDS

     Management  has  designated the proceeds from options, if any, to be used
for general corporate and working capital purposes and they may be expended at
the  discretion  of  the  Company's  management.  The Company has not made any
specific  allocations  as  to  the  use  of  any  such  proceeds.

     The  Company  may,  when  and  if  the  opportunity arises, acquire other
businesses which are in some manner related to the Company's business. If such
an  opportunity  arises,  the  Company may use a portion of its funds for that
purpose.  The  Company  has  no specific arrangements with respect to any such
acquisition  at  the  present  time  and  is  not  presently  involved  in any
negotiations  with  respect to any such acquisition. There can be no assurance
that  any  acquisition  will  be  made.

     Prior  to  expenditure,  the net proceeds will be invested in short-term,
interest  bearing  securities  or  money  market  funds.  The Company does not
require  that  any  specific  minimum investment criteria be used in selecting
such  short-term  investments,  but  will  select such investments as it deems
appropriate,  taking  into  consideration such factors as liquidity, return on
and  safety  of  investments.


                             MATERIAL DEVELOPMENTS

     Since  the Company's most recent filing of its Annual Report on Form 10-K
for  the  fiscal  year  ended December 31, 1997, no material developments have
occurred.



<PAGE>
                             SELLING SHAREHOLDERS

     The  securities  are  being  offered  on behalf of a number of employees,
officers,  directors and consultants of the Company. The list below sets forth
the  current  officers  and  directors  on  whose  behalf securities are being
offered  hereby.  Unless  otherwise  indicated,  the  addresses for all of the
Selling  Shareholders  is  95  Rockwell  Place,  Brooklyn,  NY  11217.

<TABLE>
<CAPTION>
<S>                  <C>                     <C>               <C>

                     SECURITIES OWNED        SECURITIES OWNED  SECURITIES TO BE
                     BEFORE OFFERING (1)     AFTER OFFERING    SOLD 
 
 
NAME AND ADDRESS

Barry Hertz (1)            11,897,145            40,000          11,857,145

Alan Schnelwar                 50,000            25,000               -0-

Martin Kaye                    45,000            25,000               -0-

</TABLE>



(1)        Consists of 11,353,245 shares owned by Mr. Hertz and 363,900 shares
owned  by  Trusts  established  in  the  names  of  Mr. Hertz's children. Also
includes  140,000  options which are presently exercisable under the Company's
1994  and  1995  Stock  Option  Plans  and 40,000 granted under the 1996 Stock
Option Plan. After this offering, Mr. Hertz would own or control approximately
80%  of  the  Company's  Common  Stock
(2)          Consists  of  50,000 shares issuable upon the exercise of options
granted  under  the  Company's  1996 Stock Option Plan of which 25,000 are not
presently  exercisable.
(3)     Consists of shares issuable upon the exercise of presently exercisable
options  granted under the Company's 1995 Stock Option Plan and 25,000 options
granted  under  the  1996  Stock  Option  Plan.


<PAGE>
                             PLAN OF DISTRIBUTION

     The  shares  are being offered for the respective accounts of the Selling
Shareholders.  The  Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders. The Company will receive proceeds from the
exercise  prices  of  any  options  which  are  exercised  by  the  Selling
Shareholders.

     The  sale of Shares by the Selling Shareholders may be effected from time
to  time  in  brokerage  transactions, in negotiated transactions, through the
writing  of options on the Shares, or through a combination of such methods of
sale, at fixed prices, which may be charged at market prices prevailing at the
time  of  sale,  at  prices  related  to  such  prevailing market prices or at
negotiated  prices.  The  Selling Shareholders may effect such transactions by
selling  the  Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the  Selling  Shareholders  and/or the purchasers of the Shares for which such
broker-dealers  may  act  as  agent or to whom they sell as principal, or both
(which  compensation  as  to  a  particular  broker-dealer may be in excess of
customary  compensation).

     The  Selling  Shareholders  and  any broker-dealers who act in connection
with the sale of the shareholders hereunder may be deemed to be "underwriters"
within the meaning of section 2(11) of the Securities Act, and any commissions
received  by  them  and profit on any sale of the Shares as principal might be
deemed  to be underwriting discounts and commissions under the Securities Act.


                                    EXPERTS

     The  financial  statements of Track Data Corporation incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K for each
of  the three years in the period ended December 31, 1997 have been audited by
Grant  Thornton  LLP, independent auditors, as stated in their report, and the
financial  statements  of Innodata Corporation incorporated in this Prospectus
by  reference from the Company's Annual Report on Form 10-K for the year ended
December  31,  1997  have been audited by Grant Thornton LLP and for the years
ended  December 31, 1996 and 1995 have been audited by Margolin, Winer & Evens
LLP,  as  stated in their reports, which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firms given
upon  their  authority  as  experts  in  accounting  and  auditing.


                                 LEGAL MATTERS

     Certain  legal  matters in connection with the validity of the securities
offered  by  this  Prospectus  will  be  passed on for the Company by Oscar D.
Folger,  Esq.,  New  York,  New York. Mr. Folger is entitled to receive 30,562
shares  of  the Company's common stock pursuant to a TDC phantom stock plan at
the  time  he no longer performs services for the Company, or earlier with the
approval  of  the  Board  of  Directors.

<PAGE>
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The  following  documents  are incorporated in this Prospectus and made a part
hereof  by  reference:

1.        The Company's Annual Report on Form 10-K for the year ended December
31,  1997,  filed with the Commission pursuant to Section 13 of the Securities
Exchange  Act  of    1934.

2.          The  section  entitled  "Description of Common Stock" contained in
Global's  Registration  Statement  No.  33-78570  on  Form  S-1 filed with the
Commission,  under  the Securities Act of 1933, and effective as of August 11,
1994.

     In  addition,  all  reports,  proxy statements and other documents of the
Company hereafter filed with the Commission pursuant to Sections 13(a), 13(c),
14  or  15(d) of the Securities Exchange Act of 1934, prior to the termination
of  the offering of the securities covered by this Prospectus or the filing of
a  post-effective amendment which indicates that all securities have been sold
or  which deregisters all securities then remaining unsold, shall be deemed to
be  incorporated  in  this Prospectus and made a part hereof by reference from
the date of filing each such document. The Company's Commission File Number is
0-24634. Any statement contained in an earlier document incorporated or deemed
to  be  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes  of  this  Prospectus to the extent that a statement
contained  herein  or  in  any other subsequently filed document which also is
incorporated  or  deemed  to  be  incorporated by reference herein modifies or
supersedes  such statement. Any such statement so modified or superseded shall
not  be  deemed,  except as so modified or superseded, to constitute a part of
this  Prospectus.


           LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

     The  Company's  Certificate  of  Incorporation  includes a provision that
eliminates  or  limits  the  personal  financial  liability  of  the Company's
directors,  except  in  situations  where  there  has  been  a  breach  of the
director's  duty  of  loyalty  to  the  Company  or  its stockholders, acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation of law, liability under Section 174 of the Delaware General
Corporation  Law relative to unlawful payment of dividends, stock purchases or
redemptions,  or  any  transaction from which the director derived an improper
personal  benefit.  In  addition,  under  its Certificate of Incorporation and
By-Laws  as  well  as  under  separate  agreements, the Company is required to
indemnify  its  officers and directors to the fullest extent permitted by law.

     Insofar  as  indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant  to  the  foregoing provisions, the Company has been informed that in
the  opinion of the Securities and Exchange Commission such indemnification is
against  public policy as expressed in the Act and is therefore unenforceable.


<PAGE>
                              FURTHER INFORMATION

     The  Company  has  filed  with  the  Securities  and Exchange Commission,
Washington,  D.C.,  a  Registration Statement on Form S-8 under the Securities
Act  of  1933,  as  amended,  with  respect  to the securities offered by this
Prospectus.  This  Prospectus  omits  certain  information  contained  in  the
Registration  Statement,  as  permitted  by  the  rules and regulations of the
Securities and Exchange Commission. For further information, reference is made
to  the  Registration  Statement  which  may be examined without charge at the
Washington,  D.C.  office  of  the  Commission  and  copies of all or any part
thereof  may be obtained from the Commission's office in Washington, D.C. upon
payment  of  the Commission's charge for copying. Statements contained in this
Prospectus  as  to  the contents of any contract or other document which is an
exhibit  to  the  Registration  Statement, each such statement is deemed to be
qualified  and  amplified  in  all  respects by the provisions of the exhibit.



<PAGE>

                            TRACK DATA CORPORATION
                             ____________________

                        865,000 Shares of Common Stock
                             ____________________

                                  PROSPECTUS
                             ____________________
                             --------------------



                                 May   , 1998









     NO  DEALER,  SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE  RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER  TO  SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL  UNDER  ANY  CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE  IN  THE  AFFAIRS  OF  THE  COMPANY  SINCE  THE  DATE  HEREOF.

















<PAGE>
                                    PART II

                    INFORMATION REQUIRED IN THE PROSPECTUS

ITEM  3.    Incorporation  of  Documents  by  Reference.
            --------------------------------------------

            See  "Incorporation  of  Certain  Information  by  Reference."

ITEM  4.    Description  of  Securities.
            ----------------------------

            Not  Applicable.

ITEM  5.    Interest  of  Named  Experts  and  Counsel.
            -------------------------------------------

            See  "Legal  Matters."

ITEM  6.    Indemnification  of  Directors  and  Officers.
            ----------------------------------------------

     The  Company  has entered into agreements with each director in which the
Company  agrees  to  indemnify each director and officer to the maximum extent
permitted  by  law.

     The  Company's  Certificate of Incorporation provides that all directors,
officers,  employees  and  agents  of  the  Registrant shall be entitled to be
indemnified  by  the  Company  to  the  fullest  extent  permitted by law. The
Certificate  of  Incorporation  also  provides  as  follows:

     A director, or former director, shall not be liable to the corporation or
to  any  of its stockholders for monetary damages for breach of fiduciary duty
as  a  director, provided that this provision shall not eliminate or limit the
liability of a director:  (i) for any breach of the director's duty of loyalty
to  the  corporation  or  its stockholders;  (ii) for acts or omissions not in
good  faith  or which involve intentional misconduct or a knowing violation of
law;    (iii) under Section 174 of the General Corporation Law of the State of
Delaware,  pertaining  to  the  liability of directors for unlawful payment of
dividends  or  unlawful  stock  purchase  or  redemption;  or    (iv)  for any
transaction  from  which  the  director  derived an improper personal benefit.

     Section  145  of  the  Delaware  General  Corporation  Law  concerning
indemnification  of  officers,  directors,  employees  and agents is set forth
below.

     Section  145.      Indemnification  of officers, directors, employees and
agents;  insurance.

     (a)       A corporation may indemnify any person who was or is a party or
is  threatened  to  be  made  a  party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the  corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or  agent  of another corporation, partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably  incurred by him in connection with such action, suit or proceeding
if  he  acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal  action or proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  upon  a  plea  of  nolo  contendere  or  its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed  to  the  best  interests of the corporation, and, with respect to any
criminal  action  or  proceeding,  had  reasonable  cause  to believe that his
conduct  was  unlawful.

     (b)       A corporation may indemnify any person who was or is a party or
is  threatened  to  be  made  a  party to any threatened, pending or completed
action  or suit by or in the right of the corporation to procure a judgment in
its  favor  by  reason  of  the  fact  that  he is or was a director, officer,
employee  or  agent of the corporation, or is or was serving at the request of
the  corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust or other enterprise against
expenses  (including  attorneys' fees) actually and reasonably incurred by him
in  connection  with  the  defense  or settlement of such action or suit if he
acted  in  good  faith  and in a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  the  corporation  and  except  that  no
indemnification  shall  be made in respect of any claim, issue or matter as to
which  such  persons  shall  have been adjudged to be liable for negligence or
misconduct  in  the performance of his duty to the corporation unless and only
to  the extent that the Court of Chancery or the court in which such action or
suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication  of  liability  but in view of all the circumstances of the case,
such  person  is fairly and reasonably entitled to indemnity for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.

     (c)        To the extent that a director, officer, employee or agent of a
corporation  has  been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to in subsections (a) and (b) of this
section,  or  in  defense  of  any claim, issue or matter therein, he shall be
indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  him  in  connection  therewith.

     (d)     Any indemnification under subsections (a) and (b) of this section
(unless  ordered  by  a  court)  shall  be  made  by  the  corporation only as
authorized  in  the specific case upon a determination that indemnification of
the  director,  officer,  employee  or  agent  is  proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by the board
of  directors  by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable,  or,  even  if  obtainable  a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written opinion, or (3) by the
stockholders.

     (e)      Expenses incurred by an officer or director in defending a civil
or  criminal  action,  suit  or  proceeding  may be paid by the corporation in
advance  of  the  final  disposition  of  such action, suit or proceeding upon
receipt  of  an  undertaking  by  or on behalf of such director or officer, to
repay such amount if it shall ultimately be determined that he is not entitled
to  be  indemnified  by  the  corporation  as authorized in this section. Such
expenses incurred by other employees and agents may be so paid upon such terms
and  conditions,  if  any,  as  the  board  of  directors  deems  appropriate.

     (f)       The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those seeking indemnification or
advancement  of  expenses  may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official  capacity  and  as  to  action in another capacity while holding such
office.

     (g)     A corporation shall have power to purchase and maintain insurance
on  behalf  of any person who is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation as
a  director,  officer,  employee or agent of another corporation, partnership,
joint  venture,  trust  or  other  enterprise  against  any liability asserted
against  him  and  incurred by him in any such capacity, or arising out of his
status  as  such,  whether  or  not  the  corporation  would have the power to
indemnify  him  against  such  liability  under  this  section.

     (h)         For purposes of this section, references to "the corporation"
shall  include,  in  addition  to  the  resulting corporation, any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in a
consolidation  or merger which, if its separate existence had continued, would
have  had  power  and  authority  to  indemnify  its  directors, officers, and
employees  or  agents,  so  that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request  of  such  constituent corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture, trust or other
enterprise,  shall  stand in the same position under this section with respect
to  the  resulting  or  surviving corporation as he would have with respect to
such  constituent  corporation  if  its  separate  existence  had  continued.

     (i)       For purposes of this section, references to "other enterprises"
shall  include employee benefit plans; references to "fines" shall include any
excise  taxes  assessed  on a person with respect to an employee benefit plan;
and  references  to  "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee,
or  agent  with  respect  to  an  employee  benefit  plan, its participants or
beneficiaries;  and  a  person  who  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  the  interest  of  the  participants  and
beneficiaries  of  an employee benefit plan shall be deemed to have acted in a
manner  "not  opposed to the best interests of the corporation" as referred to
in  this  section.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933, as amended, (the "Securities Act") may be permitted to directors,
officers,  and  controlling  persons  of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised that in the opinion of
the  Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the  event  that  a  claim for indemnification against such liabilities (other
than  the  payment  by the Company of expenses incurred or paid by a director,
officer  or controlling person of the Company in the successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,  officer  or
controlling  person  in  connection  with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by  controlling precedent, submit to the court of appropriate jurisdiction the
question  whether  such  indemnification  by  it  is  against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of  such  issue.

ITEM  7.    Exemption  from  Registration  Claimed.
            ---------------------------------------

            Not  applicable.

ITEM  8.    Exhibits.
            ---------


 (5)       Opinion of Oscar D. Folger as to legality (included in Exhibit 24(a))
(24)  (a)  Consent of Oscar D. Folger 
(24)  (b)  Consent of Grant Thornton LLP
(24)  (c)  Consent of Margolin, Winer & Evens LLP
(28)       Form of 1996 Stock Option Plan (1)

---------------
 (1)          Incorporated by reference from Exhibit A to Definitive Proxy for
November  7,  1996  Annual  Meeting  of  Stockholders.

ITEM  10.    Undertakings.
             -------------

     The  undersigned  registrant  hereby  undertakes:

A.   To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  of  this  Registration  Statement:

     (i) To  include  any  prospectus  required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii) To reflect in the Prospectus any facts or events which, individually
or  in  the  aggregate,  represent a fundamental change in the information set
forth  in  the  Registration  Statement;  and

     (iii)  To  include any additional or changed material information on
the  plan  of  distribution.

          Provided,  however,  that paragraphs (A)(i) and (ii) do not apply if
          -------------------
the  registration  statement  is on Form S-3, or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed by the Registrant pursuant to Section 13
or  Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by  reference  in  the  registration  statement.

B.   That,  for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  Registration Statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

C.   To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

D.   The undersigned registrant hereby undertakes that for purposes of
determining  any  liability  under  the Securities Act of 1933, each filing of
Registrant's  annual  report  pursuant  to  Section  13(a)  or  15(d)  of  the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act  of  1934)  that  is deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities  at  that time shall be deemed to be the initial bona fide offering
thereof.

E.  Insofar  as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of  the  registant  pursuant  to  any  charter  provisions,  by-laws,
contract,  arrangements, statute or otherwise, the registrant has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed in the Act and is,
therefore,  unenforceable.  In  the  event  that  a  claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred  or  paid  by  a  director,  officer  or  controlling  person  of the
registrant  in  the  successful defense of any action, suit, or proceeding) is
asserted  by  such  director, officer or controlling person in connection with
with  the  securities  being  registered,  the  registrant will, unless in the
opinion of its counsel the matter has been settled by a controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the question whether such
indemnification  by  it  is  against public policy as expressed in the Act and
will  be  governed  by  the  final  adjudication  of  such  issue.



<PAGE>
     SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
registration  statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized  in the City of New York, State of New York on the
7th  day  of  May  1998.

TRACK  DATA  CORPORATION


By                                /s/
    ---------------------------------
Barry  Hertz
Chairman  of  the  Board

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  persons in the
capacities  and  on  the  date  stated.

SIGNATURE            TITLE                                DATE
-------------------  -----------------------------------  -----------

    /s/              Chairman of the Board and            May 7, 1998
-------------------                                                  
Barry Hertz          Chief Executive Officer

    /s/              Senior Vice President and Director   May 7, 1998
-------------------                                                  
Alan Schnelwar

    /s/              Vice President - Finance, Secretary  May 7, 1998
-------------------                                                  
Martin Kaye          and Director

    /s/              Director                             May 7, 1998
-------------------                                                  
E. Bruce Fredrikson

    /s/              Director                             May 7, 1998
-------------------                                                  
Morton Mackof

    /s/              Director                             May 7, 1998
-------------------                                                  
Jack Speigelman
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 50844}]
{"company-data": {"conformed-name": "TRACK DATA CORP", "cik": "0000922811", "assigned-sic": "6200", "irs-number": "223181095", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52131", "film-number": "98613355"}, "business-address": {"street1": "56 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2124224300"}, "mail-address": {"street1": "56 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005"}, "former-company": {"former-conformed-name": "GLOBAL MARKET INFORMATION INC", "date-changed": "19940506"}}
As filed with the Securities and Exchange Commission on May 8, 1998
                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT 0F 1933

                            TRACK DATA CORPORATION
            (Exact name of registrant as specified in its charter)

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  22-3181095
                      (IRS Employer Identification Number)

                                56 PINE STREET
                           NEW YORK, NEW YORK 10005
                                (212) 422-4300
              (Address, including zip code, and telephone number,
      including area code, of registrants's principal executive offices)

                     MARTIN KAYE, VICE PRESIDENT - FINANCE
                               95 ROCKWELL PLACE
                           BROOKLYN, NEW YORK 11217
                                (718) 522-0222
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                            1996 STOCK OPTION PLAN
                                    OPTIONS
                          (Full title of option plan)

                       Copies of all Communications to:
                             Oscar D. Folger, Esq.
                               521 Fifth Avenue
                           New York, New York 10175
                                (212) 697-6464

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
PROPOSED          PROPOSED
                               AMOUNT           MAXIMUM           MAXIMUM               AMOUNT OF
TITLE OF SECURITIES            TO BE            OFFERING PRICE    AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED               REGISTERED (1)   PER SHARE (2)     PRICE (2)             FEE
-----------------------------  ---------------  ----------------  --------------------  -------------

Common Stock, $.01 par  value   865,000 shares  $           3.75  $          3,243,750  $      956.91
(1)       The Registration Statement also includes an undeterminable number of
additional  Shares  that  may  become  issuable  pursuant  to  anti-dilution
provisions  of  the  Plans.
(2)       Estimated for purposes of computing the registration fee pursuant to
Rule  457(c)  based  upon the average of the high and low prices of the Common
Stock  as  reported  by  NASDAQ  NMS  on  May  5,  1998.
------
PROSPECTUS
----------
                            TRACK DATA CORPORATION

                       ________________________________

                        865,000 Shares of Common Stock
                       ________________________________

This  Prospectus  relates  to  865,000  shares  of  Common Stock of Track Data
Corporation (the "Company"), par value $.01 per share (the "Shares"), of which
800,000  are  issuable pursuant to the 1996 Stock Option Plan (the "Plan") and
65,000  options  not  issued  pursuant to the Plan in connection with services
rendered to the Company.  Any Shares which are offered will be offered for the
respective  accounts  of  the  Selling Shareholders.  This Prospectus does not
relate  to the sale or issuance by the Company of any securities.  The Company
will  not  receive  any  proceeds  from  the sale of the Shares by the Selling
Shareholders.    The  Company will receive proceeds at the respective exercise
prices  upon  exercise  of  the  options.

     The  Company  has been advised by the Selling Shareholders that there are
no  underwriting arrangements with respect to the sale of the Shares, that the
Shares  will  be  sold  from  time  to  time in brokerage transactions at then
prevailing  prices  and in private transactions at negotiated prices, and that
usual and customary brokerage fees will be paid by the Selling Shareholders in
connection  therewith.

     The Company's Common Stock is traded on the NASDAQ National Market System
under  the  symbol  TRAC.  On  May 5, 1998 the closing price for the Company's
Common  Stock  as  reported  by  NASDAQ  NMS  was  $3.75  per  share.

                       ________________________________

                THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                         SEE "RISK FACTORS" ON PAGE 4.
                       ________________________________

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  NOR  HAS  THE  COMMISSION  PASSED  UPON  THE ACCURACY OR
ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The  price  to  public, underwriting discounts and commissions and proceeds to
selling  shareholders  are  not  determinable  at  this  time.

     THE  DATE  OF  THIS  PROSPECTUS  IS  MAY          ,  1998
AVAILABLE  INFORMATION

     The  Company  is  subject to the reporting requirements of the Securities
Exchange  Act  of  1934  and  in  accordance therewith files reports and other
information  with  the  Securities and Exchange Commission (the "Commission").
Such  reports  and  other information may be inspected at the public reference
facilities  maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington,  D.C. 20549, and at the Commission's Regional Offices: Suite 1400,
Northwestern  Atrium Center, 500 West Madison Street, Chicago, Illinois; Seven
World  Trade  Center  -  13th  Floor,  New York, New York; and Suite 500, 5757
Wilshire  Boulevard,  Los Angeles, California. Copies of such materials may be
obtained  from  the  Public  Reference  Section  of  the Commission, 450 Fifth
Street,  N.W., Washington, D.C. 20549, at prescribed rates. The SEC also makes
electronic  filings  publicly  available  on  the  Internet within 24 hours of
acceptance. The SEC's Internet address is http://www.sec.gov. The SEC Web site
also contains reports, proxy and information statements, and other information
regarding  registrants  that  file  electronically  with  the  SEC.

     The  Company  undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request of such person,
a  copy  of  any  and  all  of  the  information that has been incorporated by
reference in the Prospectus (not including exhibits to the information that is
incorporated  by  reference unless such exhibits are specifically incorporated
by  reference  into  the  information  that the Prospectus incorporates). Such
request  should  be  directed  to  the  Secretary,  Track Data Corporation, 95
Rockwell  Place,  Brooklyn,  New  York  11217.

     NO  PERSON  HAS  BEEN  AUTHORIZED  TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS  OTHER  THAN  THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS  MUST  NOT  BE  RELIED  UPON  AS  HAVING BEEN AUTHORIZED. THIS
PROSPECTUS  DOES  NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON
TO  WHOM  SUCH  OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES OTHER
THAN  THE  REGISTERED  SECURITIES TO WHICH IT RELATES. NEITHER THE DELIVERY OF
THIS  PROSPECTUS  NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY
THAT  THE  INFORMATION PROVIDED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS  DATE.
THE COMPANY

     The Company was incorporated in Delaware in June 1992. On March 31, 1996,
Track  Data  Corporation  ("Track"),  a principal stockholder of Global Market
Information,  Inc.  ("Global"),  merged into Global and the name of Global was
changed  to  Track  Data Corporation ("TDC" or the "Company"). Pursuant to the
merger  (the "Merger"), Global issued 12,000,000 shares of its common stock in
exchange  for  all of the outstanding stock of Track. Global, as the surviving
corporation,  assumed  all  of  Track's  assets,  liabilities and obligations.

     On  November  7, 1997, Barry Hertz, Chairman and principal stockholder of
the  Company,  transferred  his 100% ownership in Newsware, Inc. ("NW") to the
Company  for  no  consideration.  NW  owed Mr. Hertz approximately $1,025,000,
which  was  contributed  to capital prior to this transaction, and NW owed the
Company  approximately  $1,200,000,  net  of  reserves,  at  the  time of this
transaction.  NW  is  a  provider  of  on-line  news  information  services.

     For  accounting  purposes,  the  Merger  in  1996  and  subsequently  the
contribution  of  NW  in  1997  were treated as combinations of entities under
common  control  similar  to pooling-of-interests. Accordingly, the historical
financial  position  and  results  of operations of Track, Global and Newsware
have  been  combined  for  all  periods  presented.

     Track  Data  Corporation  is  a  supplier  of  electronically  delivered
financial  information  since  1981.  TDC  provides real-time financial market
data,  financial  data  bases, historical information, analytical services and
data  manipulation tools, through a sophisticated private data network to high
end  users  in  the  equity/options/futures  trading marketplace. TDC delivers
information  on  equities,  options, futures, commodities, listed bonds, fixed
income securities and foreign currencies from all North American exchanges and
from  the  principal  exchanges  in Europe, Latin America and the Far East. In
addition,  TDC  disseminates  news  and third party data base information from
more  than  100  sources  worldwide.

     The Company maintains more than a dozen offices worldwide, with executive
offices located at 56 Pine Street, New York, New York 10005 and at 95 Rockwell
Place,  Brooklyn,  New  York  11217.  Its  telephone number is 212-943-4555 or
718-522-7373.
RISK FACTORS

     AN  INVESTMENT  IN  THE  COMMON  STOCK INVOLVES A HIGH DEGREE OF RISK AND
SHOULD  BE  MADE  ONLY  BY  INVESTORS  WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.  PROSPECTIVE  PURCHASERS,  PRIOR  TO  MAKING  AN INVESTMENT IN THE
SECURITIES,  SHOULD  CAREFULLY  CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO
HEREIN,  THE  FOLLOWING  RISK FACTORS AND SHOULD CONSULT WITH THEIR OWN LEGAL,
TAX  AND  FINANCIAL  ADVISORS  WITH  RESPECT  THERETO.

Competition  and  Technological  Change.
----------------------------------------

     The  Company operates in a highly competitive market in which it competes
with  other  distributors  of financial and business information, some of whom
have  substantially  greater  financial resources. The Company competes, among
other  things,  on the basis of price, on the quality and reliability of data,
and  on  the  flexibility  of  services.    There can be no assurance that the
Company  will  not  encounter increased competition in the future, which could
limit  its  ability  to maintain or increase market share or maintain margins,
and  which  could  have  a  material adverse effect on its business, financial
condition  or operating results. The industry in which the company competes is
characterized  by  developments  requiring  rapid  adaptation  to  provide
competitive  products  and  services.  The Company believes that the increased
competition  within  the online services market could result in reduced market
share,  price  reductions,  and  increased  spending  on marketing and product
development,  which  could  have  a materially adverse effect on the Company's
financial  condition  and  operating  results.

Control.
--------

     Barry  Hertz,  the  Company's  Chairman,  directly  or  indirectly  owns
11,717,145  shares  of  the Company's Common Stock, representing approximately
80%  of  the  total  shares  outstanding.  As a result, Mr. Hertz controls the
Company.   Since there are no cumulative voting rights, Mr. Hertz controls the
election  of  all  of  the  members of the Company's Board of Directors.  This
control  by Mr. Hertz will prevent a change in control of the Company which is
not  approved by Mr. Hertz.  As a result, potential purchasers may not seek to
acquire control of the Company through the purchase of Common Stock.  This may
tend  to  reduce  the  price  of  the  Company's  Common  Stock.

Dependence  on  Management.
---------------------------

     The Company is significantly dependent upon the continued availability of
Barry  Hertz,  its  Chairman.   The loss or unavailability of Mr. Hertz for an
extended  period  of time could have a material adverse effect on its business
operations  and  prospects.    To  the  extent  that  his  services  would  be
unavailable  to  the  Company for any reason, the Company would be required to
procure  other  personnel  to  manage  and operate the Company and develop its
products.   There can be no assurance that the Company would be able to locate
or  employ  such  qualified personnel on acceptable terms. The Company has not
entered  into  any  employment  agreement  with  Mr.  Hertz.
------
Dependence  on  Securities  Markets.
------------------------------------

     The  services of the Company are primarily directed towards customers who
invest  or  trade  in  the securities markets.  To the extent that interest in
investing  or  trading  decreases due to volatility in the securities markets,
the  operations  and  revenues  of  the  Company could be materially adversely
affected.

Lack  of  Intellectual  Property  Protection.
---------------------------------------------

     The  Company  maintains  proprietary  economic  and  historical financial
databases.  The Company considers its AIQ analytic software to be proprietary.
The  Company  protects  its  proprietary  information  with  standard  secrecy
agreements.    There  can be no assurance that the parties to such agreements,
other  than  the  Company,  will  not  breach  any  of  the provisions of such
agreements  and  that,  in  the  event  of  a breach or threatened breach, the
Company  will  be able to enforce its rights under the agreements.  Should the
Company's  proprietary information be disclosed, the business and prospects of
the  Company  could be adversely affected.  The Company does not have, and has
not  applied  for,  any  patent  protection  for  its proprietary information.

Shares  Available  for  Future  Sale.
-------------------------------------

     There  are  presently  outstanding  14,616,202 shares of common stock, of
which  751,100 are deemed "restricted securities."  These shares are held in a
trust  for  the  benefit  of  employees and consultants pursuant to a deferred
compensation  plan.  "Restricted  securities"  may  not  be  sold  except  in
compliance  with  Rule  144  under the Securities Act of 1933, as amended (the
"Securities  Act").    Rule  144,  in  essence, provides that a person holding
restricted  securities for a period of one year may publicly sell in brokerage
transactions  an  amount equal to 1% of the Company's outstanding Common Stock
every  three months or, if greater, a percentage of the shares publicly traded
during  a  designated  period.

     The  Company has issued to the underwriter of its initial public offering
(the "Underwriter") an option to purchase 120,000 shares of Common Stock for a
period  of four years ending August 10, 1999. The holders of the Underwriter's
Options  also  have  piggy-back  registration rights for a period of six years
ending  August  10,  2000.  Such  options  and underlying shares are presently
registered  pursuant  to  a  registration  statement  filed  on  Form  S-3.

     Sales  of  the Company's Common Stock under options may have a depressive
effect  on the price of the Common Stock and the issuance of additional Common
Stock  upon  the  exercise  of  options  will  also  dilute  the proportionate
ownership  of  the  then  current  stockholders  of  the  Company.

Broad  Discretion  in  Application  of  Proceeds.
-------------------------------------------------

     Management has designated the proceeds from the exercise of options to be
used  for  general  corporate  and  working  capital  purposes and they may be
expended  at  the discretion of the Company's management.  The Company has not
made any specific allocations as to the use of any such proceeds.  As a result
of  the foregoing, any return on investment to investors will be substantially
dependent  upon  the  discretion and judgment of the Company's management with
respect  to  the  application  of  the  net  proceeds  of  the  offering.

     Pending  their  use, the net proceeds from the exercise of options may be
invested  by  the  Company in short-term, interest-bearing securities or money
market  funds.    The  Company  does  not  require  that  any specific minimum
investment criteria be used in selecting such short-term investments, but will
select  such  investments  as  it deems appropriate, taking into consideration
such  factors  as  liquidity, return on and safety of investment.  See "Use of
Proceeds".

Continued  Listing  Requirements  for  NASDAQ  Securities.
----------------------------------------------------------

     While  the  Common Stock is presently listed on the Nasdaq NMS, there can
be  no  assurance  that  the  Company  will  continue  to meet the maintenance
criteria  for  continued listing of its securities on Nasdaq.  These continued
listing  criteria  include,  among  other  things,  $4,000,000 in net tangible
assets,  a  public  float  of  750,000  shares  with  a  market value equal to
$5,000,000  held by at least 400 stockholders, two market makers and a minimum
bid  price  of $1.00 per share of common stock. There can be no assurance that
the  Company  will  continue to satisfy these criteria.  If the Company became
unable  to  meet  the continued listing criteria of the Nasdaq National Market
System  and  became  delisted  therefrom, trading, if any, in the Common Stock
would  thereafter  have  to be conducted in the Nasdaq Small-Cap Market, or in
the  so-called  "pink  sheets"  or,  if then available, the Nasdaq "Electronic
Bulletin  Board".    As  a result, an investor would find it more difficult to
dispose  of,  and  to  obtain  accurate  quotations  for  his  Common  Stock.

Authorization  and  Discretionary  Issuance  of  Preferred  Stock.
------------------------------------------------------------------

     The  Company's  Certificate  of  Incorporation authorizes the issuance of
preferred  stock  with  such  designations,  rights  and preferences as may be
determined  from  time  to  time  by the Board of Directors.  Accordingly, the
Board  of  Directors  is  empowered,  without  stockholder  approval, to issue
preferred  stock,  with  dividend,  liquidation,  conversion,  voting or other
rights  which  could  adversely affect the voting power or other rights of the
holders  of  the  Company's  Common  Stock.    In  the  event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging,  delaying  or  preventing  a  change  in control of the Company.
Although  the  Company  has  no  present  intention to issue any shares of its
preferred  stock,  there  can  be  no  assurance that it will not do so in the
future.  Depending on the designations, rights and preferences of a particular
issuance  of  preferred stock, such issuance could adversely affect the market
value  of  the  Company's  Common  Stock.

Indemnification  and  Limitation on Directors' Liabilities Under Delaware Law.
------------------------------------------------------------------------------

     The  Company's  Certificate  of Incorporation limits the liability of its
directors  for  breach  of  their  fiduciary  duty  of care.  The effect is to
eliminate liability of directors for monetary damages arising out of negligent
or  grossly  negligent conduct.  Stockholder actions against a director of the
Company for monetary damages can only be maintained upon a showing of a breach
of  the individual director's duty of loyalty to the Company, a failure to act
in  good  faith,  intentional  misconduct,  a knowing violation of the law, an
improper  personal  benefit, or an illegal dividend or stock purchase, and not
for  such  director's negligence or gross negligence in satisfying his duty of
care.    The Certificate of Incorporation also provides for indemnification as
permitted  by  Delaware  law.    However,  insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act  of 1933 may be permitted to
directors,  officers  or  persons  controlling  the  Company  pursuant  to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission  such  indemnification is against public policy as expressed in the
Act  and  is  therefore  unenforceable.

No  Dividends.
--------------

     The  Company has not paid any cash dividends since its inception and does
not anticipate paying any cash dividends in the foreseeable future.  There can
be  no  assurance that the operations of the Company will result in sufficient
earnings  to  enable  the  Company  to  pay dividends.  It is anticipated that
earnings,  if  any,  will  be  used  to  finance  the  Company's  growth.

                                USE OF PROCEEDS

     Management  has  designated the proceeds from options, if any, to be used
for general corporate and working capital purposes and they may be expended at
the  discretion  of  the  Company's  management.  The Company has not made any
specific  allocations  as  to  the  use  of  any  such  proceeds.

     The  Company  may,  when  and  if  the  opportunity arises, acquire other
businesses which are in some manner related to the Company's business. If such
an  opportunity  arises,  the  Company may use a portion of its funds for that
purpose.  The  Company  has  no specific arrangements with respect to any such
acquisition  at  the  present  time  and  is  not  presently  involved  in any
negotiations  with  respect to any such acquisition. There can be no assurance
that  any  acquisition  will  be  made.

     Prior  to  expenditure,  the net proceeds will be invested in short-term,
interest  bearing  securities  or  money  market  funds.  The Company does not
require  that  any  specific  minimum investment criteria be used in selecting
such  short-term  investments,  but  will  select such investments as it deems
appropriate,  taking  into  consideration such factors as liquidity, return on
and  safety  of  investments.

                             MATERIAL DEVELOPMENTS

     Since  the Company's most recent filing of its Annual Report on Form 10-K
for  the  fiscal  year  ended December 31, 1997, no material developments have
occurred.
SELLING SHAREHOLDERS

     The  securities  are  being  offered  on behalf of a number of employees,
officers,  directors and consultants of the Company. The list below sets forth
the  current  officers  and  directors  on  whose  behalf securities are being
offered  hereby.  Unless  otherwise  indicated,  the  addresses for all of the
Selling  Shareholders  is  95  Rockwell  Place,  Brooklyn,  NY  11217.
SECURITIES OWNED        SECURITIES OWNED  SECURITIES TO BE
                     BEFORE OFFERING (1)     AFTER OFFERING    SOLD 
 
 
NAME AND ADDRESS

Barry Hertz (1)            11,897,145            40,000          11,857,145

Alan Schnelwar                 50,000            25,000               -0-

Martin Kaye                    45,000            25,000               -0-
(1)        Consists of 11,353,245 shares owned by Mr. Hertz and 363,900 shares
owned  by  Trusts  established  in  the  names  of  Mr. Hertz's children. Also
includes  140,000  options which are presently exercisable under the Company's
1994  and  1995  Stock  Option  Plans  and 40,000 granted under the 1996 Stock
Option Plan. After this offering, Mr. Hertz would own or control approximately
80%  of  the  Company's  Common  Stock
(2)          Consists  of  50,000 shares issuable upon the exercise of options
granted  under  the  Company's  1996 Stock Option Plan of which 25,000 are not
presently  exercisable.
(3)     Consists of shares issuable upon the exercise of presently exercisable
options  granted under the Company's 1995 Stock Option Plan and 25,000 options
granted  under  the  1996  Stock  Option  Plan.
PLAN OF DISTRIBUTION

     The  shares  are being offered for the respective accounts of the Selling
Shareholders.  The  Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders. The Company will receive proceeds from the
exercise  prices  of  any  options  which  are  exercised  by  the  Selling
Shareholders.

     The  sale of Shares by the Selling Shareholders may be effected from time
to  time  in  brokerage  transactions, in negotiated transactions, through the
writing  of options on the Shares, or through a combination of such methods of
sale, at fixed prices, which may be charged at market prices prevailing at the
time  of  sale,  at  prices  related  to  such  prevailing market prices or at
negotiated  prices.  The  Selling Shareholders may effect such transactions by
selling  the  Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the  Selling  Shareholders  and/or the purchasers of the Shares for which such
broker-dealers  may  act  as  agent or to whom they sell as principal, or both
(which  compensation  as  to  a  particular  broker-dealer may be in excess of
customary  compensation).

     The  Selling  Shareholders  and  any broker-dealers who act in connection
with the sale of the shareholders hereunder may be deemed to be "underwriters"
within the meaning of section 2(11) of the Securities Act, and any commissions
received  by  them  and profit on any sale of the Shares as principal might be
deemed  to be underwriting discounts and commissions under the Securities Act.

                                    EXPERTS

     The  financial  statements of Track Data Corporation incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K for each
of  the three years in the period ended December 31, 1997 have been audited by
Grant  Thornton  LLP, independent auditors, as stated in their report, and the
financial  statements  of Innodata Corporation incorporated in this Prospectus
by  reference from the Company's Annual Report on Form 10-K for the year ended
December  31,  1997  have been audited by Grant Thornton LLP and for the years
ended  December 31, 1996 and 1995 have been audited by Margolin, Winer & Evens
LLP,  as  stated in their reports, which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firms given
upon  their  authority  as  experts  in  accounting  and  auditing.

                                 LEGAL MATTERS

     Certain  legal  matters in connection with the validity of the securities
offered  by  this  Prospectus  will  be  passed on for the Company by Oscar D.
Folger,  Esq.,  New  York,  New York. Mr. Folger is entitled to receive 30,562
shares  of  the Company's common stock pursuant to a TDC phantom stock plan at
the  time  he no longer performs services for the Company, or earlier with the
approval  of  the  Board  of  Directors.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The  following  documents  are incorporated in this Prospectus and made a part
hereof  by  reference:

1.        The Company's Annual Report on Form 10-K for the year ended December
31,  1997,  filed with the Commission pursuant to Section 13 of the Securities
Exchange  Act  of    1934.

2.          The  section  entitled  "Description of Common Stock" contained in
Global's  Registration  Statement  No.  33-78570  on  Form  S-1 filed with the
Commission,  under  the Securities Act of 1933, and effective as of August 11,
1994.

     In  addition,  all  reports,  proxy statements and other documents of the
Company hereafter filed with the Commission pursuant to Sections 13(a), 13(c),
14  or  15(d) of the Securities Exchange Act of 1934, prior to the termination
of  the offering of the securities covered by this Prospectus or the filing of
a  post-effective amendment which indicates that all securities have been sold
or  which deregisters all securities then remaining unsold, shall be deemed to
be  incorporated  in  this Prospectus and made a part hereof by reference from
the date of filing each such document. The Company's Commission File Number is
0-24634. Any statement contained in an earlier document incorporated or deemed
to  be  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes  of  this  Prospectus to the extent that a statement
contained  herein  or  in  any other subsequently filed document which also is
incorporated  or  deemed  to  be  incorporated by reference herein modifies or
supersedes  such statement. Any such statement so modified or superseded shall
not  be  deemed,  except as so modified or superseded, to constitute a part of
this  Prospectus.

           LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS

     The  Company's  Certificate  of  Incorporation  includes a provision that
eliminates  or  limits  the  personal  financial  liability  of  the Company's
directors,  except  in  situations  where  there  has  been  a  breach  of the
director's  duty  of  loyalty  to  the  Company  or  its stockholders, acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation of law, liability under Section 174 of the Delaware General
Corporation  Law relative to unlawful payment of dividends, stock purchases or
redemptions,  or  any  transaction from which the director derived an improper
personal  benefit.  In  addition,  under  its Certificate of Incorporation and
By-Laws  as  well  as  under  separate  agreements, the Company is required to
indemnify  its  officers and directors to the fullest extent permitted by law.

     Insofar  as  indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant  to  the  foregoing provisions, the Company has been informed that in
the  opinion of the Securities and Exchange Commission such indemnification is
against  public policy as expressed in the Act and is therefore unenforceable.
FURTHER INFORMATION

     The  Company  has  filed  with  the  Securities  and Exchange Commission,
Washington,  D.C.,  a  Registration Statement on Form S-8 under the Securities
Act  of  1933,  as  amended,  with  respect  to the securities offered by this
Prospectus.  This  Prospectus  omits  certain  information  contained  in  the
Registration  Statement,  as  permitted  by  the  rules and regulations of the
Securities and Exchange Commission. For further information, reference is made
to  the  Registration  Statement  which  may be examined without charge at the
Washington,  D.C.  office  of  the  Commission  and  copies of all or any part
thereof  may be obtained from the Commission's office in Washington, D.C. upon
payment  of  the Commission's charge for copying. Statements contained in this
Prospectus  as  to  the contents of any contract or other document which is an
exhibit  to  the  Registration  Statement, each such statement is deemed to be
qualified  and  amplified  in  all  respects by the provisions of the exhibit.
TRACK DATA CORPORATION
                             ____________________

                        865,000 Shares of Common Stock
                             ____________________

                                  PROSPECTUS
                             ____________________
                             --------------------

                                 May   , 1998

     NO  DEALER,  SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE  RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER  TO  SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL  UNDER  ANY  CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE  IN  THE  AFFAIRS  OF  THE  COMPANY  SINCE  THE  DATE  HEREOF.
PART II

                    INFORMATION REQUIRED IN THE PROSPECTUS

ITEM  3.    Incorporation  of  Documents  by  Reference.
            --------------------------------------------

            See  "Incorporation  of  Certain  Information  by  Reference."

ITEM  4.    Description  of  Securities.
            ----------------------------

            Not  Applicable.

ITEM  5.    Interest  of  Named  Experts  and  Counsel.
            -------------------------------------------

            See  "Legal  Matters."

ITEM  6.    Indemnification  of  Directors  and  Officers.
            ----------------------------------------------

     The  Company  has entered into agreements with each director in which the
Company  agrees  to  indemnify each director and officer to the maximum extent
permitted  by  law.

     The  Company's  Certificate of Incorporation provides that all directors,
officers,  employees  and  agents  of  the  Registrant shall be entitled to be
indemnified  by  the  Company  to  the  fullest  extent  permitted by law. The
Certificate  of  Incorporation  also  provides  as  follows:

     A director, or former director, shall not be liable to the corporation or
to  any  of its stockholders for monetary damages for breach of fiduciary duty
as  a  director, provided that this provision shall not eliminate or limit the
liability of a director:  (i) for any breach of the director's duty of loyalty
to  the  corporation  or  its stockholders;  (ii) for acts or omissions not in
good  faith  or which involve intentional misconduct or a knowing violation of
law;    (iii) under Section 174 of the General Corporation Law of the State of
Delaware,  pertaining  to  the  liability of directors for unlawful payment of
dividends  or  unlawful  stock  purchase  or  redemption;  or    (iv)  for any
transaction  from  which  the  director  derived an improper personal benefit.

     Section  145  of  the  Delaware  General  Corporation  Law  concerning
indemnification  of  officers,  directors,  employees  and agents is set forth
below.

     Section  145.      Indemnification  of officers, directors, employees and
agents;  insurance.

     (a)       A corporation may indemnify any person who was or is a party or
is  threatened  to  be  made  a  party to any threatened, pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the  corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or  agent  of another corporation, partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses  (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably  incurred by him in connection with such action, suit or proceeding
if  he  acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal  action or proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  upon  a  plea  of  nolo  contendere  or  its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed  to  the  best  interests of the corporation, and, with respect to any
criminal  action  or  proceeding,  had  reasonable  cause  to believe that his
conduct  was  unlawful.

     (b)       A corporation may indemnify any person who was or is a party or
is  threatened  to  be  made  a  party to any threatened, pending or completed
action  or suit by or in the right of the corporation to procure a judgment in
its  favor  by  reason  of  the  fact  that  he is or was a director, officer,
employee  or  agent of the corporation, or is or was serving at the request of
the  corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust or other enterprise against
expenses  (including  attorneys' fees) actually and reasonably incurred by him
in  connection  with  the  defense  or settlement of such action or suit if he
acted  in  good  faith  and in a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  the  corporation  and  except  that  no
indemnification  shall  be made in respect of any claim, issue or matter as to
which  such  persons  shall  have been adjudged to be liable for negligence or
misconduct  in  the performance of his duty to the corporation unless and only
to  the extent that the Court of Chancery or the court in which such action or
suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication  of  liability  but in view of all the circumstances of the case,
such  person  is fairly and reasonably entitled to indemnity for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.

     (c)        To the extent that a director, officer, employee or agent of a
corporation  has  been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding  referred  to in subsections (a) and (b) of this
section,  or  in  defense  of  any claim, issue or matter therein, he shall be
indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  him  in  connection  therewith.

     (d)     Any indemnification under subsections (a) and (b) of this section
(unless  ordered  by  a  court)  shall  be  made  by  the  corporation only as
authorized  in  the specific case upon a determination that indemnification of
the  director,  officer,  employee  or  agent  is  proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by the board
of  directors  by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable,  or,  even  if  obtainable  a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written opinion, or (3) by the
stockholders.

     (e)      Expenses incurred by an officer or director in defending a civil
or  criminal  action,  suit  or  proceeding  may be paid by the corporation in
advance  of  the  final  disposition  of  such action, suit or proceeding upon
receipt  of  an  undertaking  by  or on behalf of such director or officer, to
repay such amount if it shall ultimately be determined that he is not entitled
to  be  indemnified  by  the  corporation  as authorized in this section. Such
expenses incurred by other employees and agents may be so paid upon such terms
and  conditions,  if  any,  as  the  board  of  directors  deems  appropriate.

     (f)       The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive  of  any  other  rights  to  which  those seeking indemnification or
advancement  of  expenses  may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official  capacity  and  as  to  action in another capacity while holding such
office.

     (g)     A corporation shall have power to purchase and maintain insurance
on  behalf  of any person who is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation as
a  director,  officer,  employee or agent of another corporation, partnership,
joint  venture,  trust  or  other  enterprise  against  any liability asserted
against  him  and  incurred by him in any such capacity, or arising out of his
status  as  such,  whether  or  not  the  corporation  would have the power to
indemnify  him  against  such  liability  under  this  section.

     (h)         For purposes of this section, references to "the corporation"
shall  include,  in  addition  to  the  resulting corporation, any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in a
consolidation  or merger which, if its separate existence had continued, would
have  had  power  and  authority  to  indemnify  its  directors, officers, and
employees  or  agents,  so  that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request  of  such  constituent corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture, trust or other
enterprise,  shall  stand in the same position under this section with respect
to  the  resulting  or  surviving corporation as he would have with respect to
such  constituent  corporation  if  its  separate  existence  had  continued.

     (i)       For purposes of this section, references to "other enterprises"
shall  include employee benefit plans; references to "fines" shall include any
excise  taxes  assessed  on a person with respect to an employee benefit plan;
and  references  to  "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes  duties on, or involves services by, such director, officer, employee,
or  agent  with  respect  to  an  employee  benefit  plan, its participants or
beneficiaries;  and  a  person  who  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  the  interest  of  the  participants  and
beneficiaries  of  an employee benefit plan shall be deemed to have acted in a
manner  "not  opposed to the best interests of the corporation" as referred to
in  this  section.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933, as amended, (the "Securities Act") may be permitted to directors,
officers,  and  controlling  persons  of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised that in the opinion of
the  Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the  event  that  a  claim for indemnification against such liabilities (other
than  the  payment  by the Company of expenses incurred or paid by a director,
officer  or controlling person of the Company in the successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,  officer  or
controlling  person  in  connection  with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by  controlling precedent, submit to the court of appropriate jurisdiction the
question  whether  such  indemnification  by  it  is  against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of  such  issue.

ITEM  7.    Exemption  from  Registration  Claimed.
            ---------------------------------------

            Not  applicable.

ITEM  8.    Exhibits.
            ---------

 (5)       Opinion of Oscar D. Folger as to legality (included in Exhibit 24(a))
(24)  (a)  Consent of Oscar D. Folger 
(24)  (b)  Consent of Grant Thornton LLP
(24)  (c)  Consent of Margolin, Winer & Evens LLP
(28)       Form of 1996 Stock Option Plan (1)

---------------
 (1)          Incorporated by reference from Exhibit A to Definitive Proxy for
November  7,  1996  Annual  Meeting  of  Stockholders.

ITEM  10.    Undertakings.
             -------------

     The  undersigned  registrant  hereby  undertakes:

A.   To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  of  this  Registration  Statement:

     (i) To  include  any  prospectus  required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii) To reflect in the Prospectus any facts or events which, individually
or  in  the  aggregate,  represent a fundamental change in the information set
forth  in  the  Registration  Statement;  and

     (iii)  To  include any additional or changed material information on
the  plan  of  distribution.

          Provided,  however,  that paragraphs (A)(i) and (ii) do not apply if
          -------------------
the  registration  statement  is on Form S-3, or Form S-8, and the information
required  to  be included in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed by the Registrant pursuant to Section 13
or  Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by  reference  in  the  registration  statement.

B.   That,  for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  Registration Statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

C.   To remove from registration by means of a post-effective amendment
any  of the securities being registered which remain unsold at the termination
of  the  offering.

D.   The undersigned registrant hereby undertakes that for purposes of
determining  any  liability  under  the Securities Act of 1933, each filing of
Registrant's  annual  report  pursuant  to  Section  13(a)  or  15(d)  of  the
Securities  Exchange  Act  of  1934  (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act  of  1934)  that  is deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities  at  that time shall be deemed to be the initial bona fide offering
thereof.

E.  Insofar  as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of  the  registant  pursuant  to  any  charter  provisions,  by-laws,
contract,  arrangements, statute or otherwise, the registrant has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed in the Act and is,
therefore,  unenforceable.  In  the  event  that  a  claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred  or  paid  by  a  director,  officer  or  controlling  person  of the
registrant  in  the  successful defense of any action, suit, or proceeding) is
asserted  by  such  director, officer or controlling person in connection with
with  the  securities  being  registered,  the  registrant will, unless in the
opinion of its counsel the matter has been settled by a controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the question whether such
indemnification  by  it  is  against public policy as expressed in the Act and
will  be  governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies  that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  on  Form S-8 and has duly caused this
registration  statement  to  be  signed  on  its  behalf  by  the undersigned,
thereunto  duly  authorized  in the City of New York, State of New York on the
7th  day  of  May  1998.

TRACK  DATA  CORPORATION

By                                /s/
    ---------------------------------
Barry  Hertz
Chairman  of  the  Board

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  persons in the
capacities  and  on  the  date  stated.

SIGNATURE            TITLE                                DATE
-------------------  -----------------------------------  -----------

    /s/              Chairman of the Board and            May 7, 1998
-------------------                                                  
Barry Hertz          Chief Executive Officer

    /s/              Senior Vice President and Director   May 7, 1998
-------------------                                                  
Alan Schnelwar

    /s/              Vice President - Finance, Secretary  May 7, 1998
-------------------                                                  
Martin Kaye          and Director

    /s/              Director                             May 7, 1998
-------------------                                                  
E. Bruce Fredrikson

    /s/              Director                             May 7, 1998
-------------------                                                  
Morton Mackof

    /s/              Director                             May 7, 1998
-------------------                                                  
Jack Speigelman