As filed with the Securities and Exchange Commission on September 9, 1998
                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT 0F 1933


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

            DELAWARE                                       13-3475943
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                     Identification Number)


                    56 PINE STREET, NEW YORK, NEW YORK 10005
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                                     OPTIONS
                              (Full Title of Plan)

                      MARTIN KAYE, EXECUTIVE VICE PRESIDENT
                   95 ROCKWELL PLACE, BROOKLYN, NEW YORK 11217
                     (Name and address of agent for service)

                                  (718) 522-0222
          (Telephone number, including area code, of agent for service)

        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            REGISTRATION
TO BE REGISTERED               REGISTERED (1)   PER SHARE (2)     OFFERING PRICE (2)   FEE
Common Stock, $.01 par  value   279,999 shares     $4.25            $1,189,995.75        $351.05
</TABLE>

(1)     The  Registration  Statement  also  includes an undeterminable number of
additional  shares that may become issuable pursuant to anti-dilution provisions
of  the  Plan.
(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  on  September  3,  1998.

<PAGE>









PROSPECTUS
----------

                              INNODATA CORPORATION

                              ____________________

                         279,999 Shares of Common Stock
                              ____________________



     This  Prospectus relates to 279,999 shares of Common Stock, $.01 par value,
(the  "Shares")  of which 166,666 shares are issuable pursuant to the 1996 Stock
Option  Plan  (the  "Plan")  of Innodata Corporation (the "Company") and 113,333
shares  issuable  pursuant  to  options  ("Options")  granted  to  the Company's
President  and CEO upon commencement of employment. 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 SmallCap Market under
the symbol INOD. On September 3, 1998 the closing price for the Company's Common
Stock  as  reported  by  Nasdaq  was  $4.00  per  share.


                              ____________________

                 THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" COMMENCING 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           ,  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. In addition, the Commission
maintains  a  website  (http://www.sec.gov)  that  contains  reports,  proxy and
information  statements  and other information regarding electronic filings with
the  Commission.

     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, Innodata 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


     INNODATA  CORPORATION  (the "Company") was incorporated in Delaware in June
1988,  maintains its executive offices in New York City and employs a work force
in  other  locations  in  the  U.S.  and  approximately  2,500  persons  in  the
Philippines,  India and Sri Lanka. The Company is a leading provider of Internet
and  on-line  publishing services, providing all the necessary steps for product
development  and  data capture and conversion to enable its customers to publish
vast  amounts of information via the Internet and on-line.  Innodata's customers
represent  an  array  of  major  secondary  electronic  publishers  of  legal,
scientific,  educational  and medical information, as well as document-intensive
companies  repurposing  their  proprietary information into electronic resources
that  can  be  referenced  via  web-centric  applications.

     The  Company  intends to utilize its labor force to perform such additional
tasks in the high-tech information and related industries as may be economically
performed  by  large  labor  forces  at  competitive  wage rates.  As technology
develops  in  these  industries,  the  Company  will seek to employ persons with
advanced  skills  to  exploit these areas of opportunity.  At the same time, the
Company intends to diminish or eliminate areas of its business which may become,
or  may  be  rendered,  less important or obsolete by advancing technology.  The
Company  may  also  seek  to  establish  and  operate labor forces in additional
countries  for  work  in  these  and  related  fields.

     The  executive  offices  of  the Company are located at 56 Pine Street, New
York,  New  York  10005. Its telephone number is 212-277-9900. Its operations in
the  Philippines  are  conducted at 2900 Faraday Street in Manila, and at Fuente
Osmena,  Cebu  City, in Cebu.  The Company's facilities in Manila are accessible
by  calling  its  New  Jersey  offices,  201-488-1200,  Ext.  5551.




                                  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.


Reliance  on  Foreign  Operations.
----------------------------------

     Most  of  the Company's operations take place in the Philippines, India and
Sri  Lanka.  The  majority of the Company's fixed assets are at these locations.
The  Company  is subject to risks associated with foreign operations in general,
including  political  or economic instability or disruptions, foreign regulatory
approval  requirements, embargoes, transportation delays and trade restrictions,
all  of  which  could  materially  adversely affect the Company's operations and
financial condition, or could have a significant adverse impact on the Company's
ability  to  perform and deliver its services on a competitive and timely basis.


Political  Risks.
-----------------

     While the political situation currently appears to be stable, the Company's
operations  may  be  adversely  affected by political instability in its foreign
locations.  Political  instability  could  also  change the current satisfactory
legal  environment  for  the  Company  through the imposition of restrictions on
foreign  ownership,  repatriation  of  funds,  adverse labor laws, and the like.
Moreover,  even  if  political conditions were stable, other factors could cause
legal  wage  rates  to  be  increased.


Risks  of  Power  Failures  and  Natural  Disasters.
----------------------------------------------------

     Frequent power outages occur in the Philippines and India which have lasted
for  as long as eight hours per day.  The Company's facilities are equipped with
standby  generators to produce electric power during such power failures but the
general impact of such power failures outside the Company's offices may still be
very  disruptive to the Company's overall operations.  There can be no assurance
that  municipal  power  production  capacity  will  not  remain  adequate,  or
deteriorate  further,  with  the  result  that the Company's operations could be
adversely  affected.  The  Philippines  is  subject  to  relatively  frequent
earthquakes,  volcanic  eruptions, floods and other natural disasters, which may
disrupt  the  Company's  operations.


Customer  Perception  of  Political  and  Natural  Risks.
---------------------------------------------------------

     While  the  Company  has  not  experienced  any material disruptions in its
ability  to  service  its customers from its foreign locations, frequent adverse
news  coverage about conditions could lead to hesitancy on the part of customers
to  employ  the  Company's  services  there.  There  can  be  no  assurance that
continued  or  renewed adverse news coverage will not reduce the Company's sales
even  if  the  conditions  being  reported  do not actually impede the Company's
operations.


Currency  Fluctuation  and  Inflation.
--------------------------------------

     The  Company  funds  its foreign operations through the transfer of dollars
from  the  United  States.  The  Company  generally  remits funds to its foreign
operations  only as needed and does not maintain any significant amount of funds
or  monetary  assets  in  those  countries.  Inflation  without  corresponding
devaluation  of  foreign currencies against the dollar, or any other increase in
value  of  foreign  currency relative to the dollar, may have a material adverse
effect  on  the  Company's  operations  and  financial  condition.


Year  2000.
-----------

     The  Company  has  initiated  a  program  to  prepare  computer systems and
applications  for  the  Year  2000.  The Company expects to incur internal staff
costs  as  well  as  consulting and other expenses related to infrastructure and
facilities  enhancements  necessary  to prepare the systems for the Year 2000. A
portion of such costs are not likely to be incremental costs to the Company, but
rather  will  represent  the  redeployment  of  existing  information technology
resources.  The  Company is also communicating with customers and suppliers with
whom  it  conducts business to help identify and resolve the Year 2000 issue. It
is  possible  that  if  all  aspects  of the Year 2000 issues are not adequately
resolved  by  these  parties,  the  Company's future business operations and, in
turn,  its  financial  position  and  results  of operations could be negatively
impacted.  Management  has not yet quantified the Year 2000 compliance and other
related  expenses,  however,  management  believes  these  costs will not have a
material  affect  on  its  financial  position.


Concentration  of  Customers.
-----------------------------

     During  1997,  1996  and  1995,  one  customer  that is comprised of twelve
affiliated  companies, accounted for 14%, 24% and 29% of the Company's revenues,
respectively.  No  other  customer  accounted  for  10% or more of the Company's
revenues.  Further,  in  1997, 1996 and 1995, export revenues, all of which were
derived  from  European customers, accounted for 22%, 19% and 18%, respectively,
of  total  revenues.


Competition.
------------

     The  Company's  ability  to  compete  favorably  is,  in  significant part,
dependent  upon  its ability to control costs, react timely and appropriately to
short  and long-term trends and competitively price its services.  Firms compete
based  on  price, geographic location, quality and speed of turn-around, as well
as  on  the  size of project and the complexity and level of work which they can
perform  on  an  economic basis.  Major competitors operating in the Philippines
are Saztec Philippines, Inc., Systems and Encoding Corporation (Sencor), Unidata
Corporation,  ASEC  International Phils., Inc., Equidata Philippines, Inc., Data
Solutions,  Inc., Phil Database and Services, Inc. and Direct Data Capture, Ltd.
QHData  and  Beijing  Formax are major competitors that perform work in mainland
China  and  APEX  Data  Services, Inc. performs work primarily in India.  Saztec
International,  Inc.,  First  Image  Data  Input  division  of  First  Financial
Management  Corporation  and  ASEC  International,  Inc. are the Company's major
competitors with operations in the United States.  There are also numerous other
companies  worldwide,  with  a concentration in third world countries (including
India,  Mexico,  Sri  Lanka  and  the  Caribbean Basin) which may be regarded as
competitive with the Company.  The Company may also be considered in competition
with  customers'  and potential customers' in-house personnel who may attempt to
duplicate  the  Company's  services.

     The  Company  makes substantial efforts to maintain the quality of its work
force.  The Company also competes on the basis of its perceived proximity to its
customers.  Many  offshore  conversion  companies  do  not  maintain  a presence
outside  of  the  country  in which their production facility is located.  While
such  companies  are compelled to conduct business and service customers through
brokers  or  via fax and telephone calls, many of the Company's customer related
functions,  including  sales,  delivery  of completed data products and customer
service,  are  performed  in  the  United  States.

     The  Company's  scanning  conversion services conducted through its Imaging
Services  division competes with numerous companies which may have substantially
greater  financial,  technical  and  other  resources  than  the Company.  Firms
compete  based  on price, geographic location, quality and speed of turn-around,
as  well  as  on  the size of project and the complexity and level of work which
they can perform on an economic basis.  Major national competitors include Wesco
and  Docucon.  The Company may also be considered in competition with customers'
and  potential  customers'  in-house  personnel who may attempt to duplicate the
Company's  services.


OCR  and  Similar  Technologies.
--------------------------------

     The  Company recognizes that optical character recognition ("OCR") or other
technologies  could  render  straight  data  entry obsolete.  OCR involves first
producing  an  image  which  is  a digital representation of a document and then
using  one  of  many  OCR  engines  to  convert  that  image  into  a  text file
corresponding  to  the  characters  on  the  page.  Advances  in  OCR  or  other
technologies,  such  as voice recognition, will increase the relative importance
to  the  Company  of its higher level services such as indexing, abstracting and
photocomposition  and  developing  document  management  systems,  and  of
opportunities which will arise as a result of new technologies or other factors.
There  can  be  no assurance that new technological developments will not affect
the  Company  adversely.


Lack  of  Patent  Protection.
-----------------------------

     The  Company  has  no  material  proprietary technology or software.   As a
result,  there  are  no  technological  or  patent  barriers  to  entry by other
companies  into  the  Company's  business.


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".


Shares  Eligible  for  Future  Sale.
------------------------------------

     394,730  shares  of the Company's presently outstanding Common Stock may be
deemed  "restricted  securities,"  and may not be sold except in compliance with
Rule  144  under  the Securities Act.  Rule 144 generally 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.  All of such shares are currently eligible
for  sale  under  Rule  144.


Issuance  of  Preferred  Stock
------------------------------

     The Board of Directors has the authority to issue up to 5,000,000 shares of
Preferred  Stock, $.01 par value per share, in one or more series and to fix the
number  of  shares constituting any such series, the voting powers, designation,
preferences  and  relative  participation,  optional or other special rights and
qualifications,  limitations  or  restrictions  thereof,  including the dividend
rights  and  dividend  rate,  terms  of  redemption  (including  sinking  fund
provisions),  redemption  price  or  prices,  conversion  rights and liquidation
preferences  of  the shares constituting any series, without any further vote or
action  by  the  stockholders.  The  issuance of Preferred Stock by the Board of
Directors  could affect the rights of the holders of Common Stock.  For example,
such  issuance could result in a class of securities outstanding that would have
preferential voting, dividend, and liquidation rights over the Common Stock, and
could  (upon conversion or otherwise) enjoy all of the rights appurtenant to the
shares  of  Common  Stock.  The authority possessed by the Board of Directors to
issue Preferred Stock could potentially be used to discourage attempts by others
to  obtain control of the Company through merger, tender offer, proxy contest or
otherwise  by  making  such  attempts  more difficult or costly to achieve.  The
Board  of  Directors  may issue the Preferred Stock without stockholder approval
and  with  voting  and conversion rights which could adversely affect the voting
power of holders of Common Stock.  There are no agreements or understandings for
the  issuance  of  Preferred  Stock  and  the  Board of Directors has no present
intention  to  issue  Preferred  Stock.


Continued  Listing  Requirements  for  Nasdaq  Securities;  Penny  Stock  Rules
-------------------------------------------------------------------------------

     While  the  Common Stock is presently listed on the Nasdaq SmallCap Market,
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, $2,000,000 in net tangible assets,
a public float of 500,000 shares with a market value equal to $1,000,000 held by
at  least  300  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 SmallCap Market and became delisted
therefrom,  trading,  if  any,  in  the Common Stock would thereafter have to be
conducted  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 as to the value of
the  Common  Stock.

     In  addition,  if  the  Company  fails to maintain a Nasdaq SmallCap Market
listing  for  its  securities,  and  no other exclusion from the definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction  in  the  Company's  securities  would  be  required  to provide any
customer  with  a  risk disclosure document, disclosure of market quotations, if
any,  disclosure of the compensation of the broker-dealer and its salesperson in
the  transaction and monthly account statements showing the market values of the
Company's  securities  held  in  the  customer's  accounts.  The  bid  and offer
quotation  and  compensation information must be provided prior to effecting the
transaction  and  must  be  contained on the customer's confirmation. If brokers
become  subject  to the "penny stock" rules when engaging in transactions in the
Company's  securities,  they  would  become  less  willing  to  engage  in  such
transactions,  thereby  making it more difficult for purchasers in this offering
to  dispose  of  their  shares.


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 to be issued and, if
exercised,  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-KSB
for  the  fiscal  year ended December 31, 1997 and subsequent filing of its Form
10-QSB  for  the  quarter  ended  June  30,  1998, no material developments have
occurred.




                              SELLING SHAREHOLDERS


     The  securities covered by the Plan and Options not granted pursuant to any
Plan  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 56
Pine  Street,  New  York,  NY  10005.

<TABLE>
<CAPTION>
<S>                      <C>           <C>           <C>
                         SECURITIES                  SECURITIES
                           OWNED       SECURITIES       OWNED
NAME AND                  BEFORE         TO BE          AFTER
ADDRESS                  OFFERING(1)      SOLD       OFFERING(4)

Barry Hertz (2)           231,548        14,000        217,548

Todd Solomon              190,482        10,500        179,982

Jack Abuhoff              132,833       123,833          9,000

Martin Kaye                13,833        10,500          3,333

Stephen Agress             16,000        16,000            -0-

William Schieffelin         4,000         4,000            -0-

Jurgen Tanpho              16,000        16,000            -0-

Dr. Albert Drillick (3)     5,003           850          4,153

Morton Mackof (3)           5,003           850          4,153
<FN>


 (1)     Includes  shares  issuable upon the exercise of all outstanding options
pursuant  to  the 1996 Stock Option Plan, and as to Mr. Abuhoff, options granted
without  a  Plan,  including  those options which are not presently exercisable.
Shares  issuable  under  options are owned beneficially but not of record.  Does
not include presently exercisable options to purchase the Company's Common Stock
pursuant  to  other  Stock  Option  Plans,  or  other  exercisable options held.

(2)     Includes  214,748  shares  owned by Track Data Corporation, of which Mr.
Hertz  is  the  majority stockholder and 2,800 shares held in a pension plan for
the  benefit  of  Mr.  Hertz.

(3)     Includes  4,153  shares  held in the Track Data Phantom Unit Trust to be
released  upon  termination  of  association  with  the  Company  or  Track Data
Corporation,  or  earlier  with  approval  of the Track Data Board of Directors.

(4)     The  percentage  of  securities  owned after offering, assuming no sales
other  than  by the respective individuals, is 14.6% and 12.1% for Messrs. Hertz
and  Solomon,  respectively.
</TABLE>




<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 incorporated in this Prospectus by reference from
the  Company's Annual Report on Form 10-KSB for the year ended December 31, 1997
have  been  audited  by Grant Thornton LLP, independent auditors, and as to 1996
and  1995  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's wife owns 29,813 shares of the Common
Stock  of  the  Company, and Mr. Folger's pension plan, of which he is a trustee
and  principal  beneficiary,  owns  11,347  shares  of  Common  Stock.


                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 report on Form 10-KSB for the year ended December 31, 1997,
filed  with the Commission pursuant to Section 13 of the Securities Exchange Act
of  1934.

2.     The  Company's report on Form 10-QSB for the quarter ended June 30, 1998,
filed  with the Commission pursuant to Section 13 of the Securities Exchange Act
of  1934.

3.     The  section  entitled  "Description  of  Common  Stock"  contained  in
Post-Effective  Amendment  No.  1  to  the  Company's Registration Statement No.
33-62012  on  Form  SB-2  filed with the Commission, under the Securities Act of
1933,  and  effective  as  of  June  21,  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.  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.



<PAGE>


                              INNODATA CORPORATION


                         279,999 SHARES OF COMMON STOCK

                              --------------------

                                   PROSPECTUS
                              --------------------



                                     , 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 REGISTRATION STATEMENT


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

             See  "Incorporation  of  Certain  Information  by  Reference."


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

             Not  Applicable.


ITEM  5.  Interests  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
          (24)(a)     Consent of Oscar D. Folger (included in Exhibit 5)
          (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  to  the  Company's Proxy Statement for its
Annual  Meeting  of  Stockholders  on  November  7,  1996.


ITEM  9.  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 3rd day of
September  1998.

                                   INNODATA  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             September 3, 1998
-----------------------                        
Barry Hertz

     /s/                 Vice Chairman of the Board        September 3, 1998
-----------------------                  
Todd Solomon

     /s/                 President, Chief Executive        September 3, 1998
-----------------------  Officer and Director  
Jack Abuhoff

     /s/                 Executive Vice President          September 3, 1998
-----------------------  (Principal Financial Officer)
Martin Kaye              and Director

     /s/                 Director                          September 3, 1998
-----------------------                  
Dr. Albert Drillick

     /s/                 Director                          September 3, 1998
-----------------------                   
Dr. E. Bruce Fredrikson

     /s/                 Director                          September 3, 1998
-----------------------                   
Morton Mackof

     /s/                 Director                          September 3, 1998
-----------------------                 
Stanley Stern





<PAGE>



                                                                   EXHIBIT 24(a)

                           LAWYERS OPINION AND CONSENT

We  have  acted  as counsel to Innodata Corporation, a Delaware corporation (the
"Company")  in connection with the registration by the Company of 279,999 shares
of  its common stock, $.01 par value (the "Shares") which are issuable under the
Company's  1996  Stock  Option  Plan  (the  "Plan")  and 113,333 shares issuable
pursuant  to options ("Options") granted to the Company's President and CEO upon
commencement of employment.  All of the Shares are the subject of a Registration
Statement  on Form S-8 under the Securities Act of 1933, as amended (the "Act").
As  counsel  to  the  Company  we  have examined and relied upon the original or
copies,  certified  or  otherwise  identified  to  our  satisfaction,  of  such
documents,  corporate  records and other instruments as we have deemed necessary
in  order  to  render  the  following  opinion.

Based  upon the foregoing, we are of the opinion that the Shares to be issued by
the  Company  pursuant  to  the  Plan  and Options are duly authorized and, when
issued and paid for in accordance with the Plan as described in the Registration
Statement,  will  be  validly  issued,  fully  paid  and  nonassessable.

We  are  aware  that we are referred to under the caption "Legal Matters" in the
Reoffer  Prospectus included in the Registration Statement and we hereby consent
to  such  reference  to us and to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving such consent, however, we do not hereby imply
or  admit  that  we are within the category of persons whose consent is required
under  Section  7  of  the Act or under the General Rules and Regulations of the
Securities  and  Exchange  Commission  adopted  thereunder.


Oscar  D.  Folger
Law  Offices  of  Oscar  D.  Folger
New  York,  New  York
September  3,  1998




<PAGE>

                                                                   EXHIBIT 24(b)



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We  have  issued  our  report  dated March 4, 1998 accompanying the consolidated
financial  statements  included  in the Annual Report of Innodata Corporation on
Form  10-K  for  the  year  ended  December  31, 1997.  We hereby consent to the
incorporation  by  reference  of  said  report  in the Registration Statement of
Innodata  Corporation on Form S-8 and to the use of our name as it appears under
the  caption  "Experts."

GRANT  THORNTON  LLP

New  York,  New  York
September  3,  1998


<PAGE>

                                                                 EXHIBIT 24(c)


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



     We consent to the incorporation by reference in this Registration Statement
of  Innodata  Corporation  on  Form  S-8  of  our  report  dated March 14, 1997,
appearing  in  the  Annual Report on Form 10-KSB of Innodata Corporation for the
year  ended December 31, 1997 and to the reference to our firm under the heading
"Experts"  in  the  Prospectus,  which  is  part of this Registration Statement.





MARGOLIN,  WINER  &  EVENS  LLP

Garden  City,  New  York
September  3,  1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 58657}]
{"company-data": {"conformed-name": "INNODATA CORP", "cik": "0000903651", "assigned-sic": "7374", "irs-number": "133475943", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63085", "film-number": "98706122"}, "business-address": {"street1": "95 ROCKWELL PL", "city": "BROOKLYN", "state": "NY", "zip": "11217", "phone": "7188550044"}, "mail-address": {"street1": "95 ROCKWELL PLACE", "city": "BROOKLYN", "state": "NY", "zip": "11217"}}
As filed with the Securities and Exchange Commission on September 9, 1998
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT 0F 1933

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

            DELAWARE                                       13-3475943
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                     Identification Number)

                    56 PINE STREET, NEW YORK, NEW YORK 10005
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                                     OPTIONS
                              (Full Title of Plan)

                      MARTIN KAYE, EXECUTIVE VICE PRESIDENT
                   95 ROCKWELL PLACE, BROOKLYN, NEW YORK 11217
                     (Name and address of agent for service)

                                  (718) 522-0222
          (Telephone number, including area code, of agent for service)

        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            REGISTRATION
TO BE REGISTERED               REGISTERED (1)   PER SHARE (2)     OFFERING PRICE (2)   FEE
Common Stock, $.01 par  value   279,999 shares     $4.25            $1,189,995.75        $351.05
(1)     The  Registration  Statement  also  includes an undeterminable number of
additional  shares that may become issuable pursuant to anti-dilution provisions
of  the  Plan.
(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  on  September  3,  1998.
PROSPECTUS
----------

                              INNODATA CORPORATION

                              ____________________

                         279,999 Shares of Common Stock
                              ____________________

     This  Prospectus relates to 279,999 shares of Common Stock, $.01 par value,
(the  "Shares")  of which 166,666 shares are issuable pursuant to the 1996 Stock
Option  Plan  (the  "Plan")  of Innodata Corporation (the "Company") and 113,333
shares  issuable  pursuant  to  options  ("Options")  granted  to  the Company's
President  and CEO upon commencement of employment. 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 SmallCap Market under
the symbol INOD. On September 3, 1998 the closing price for the Company's Common
Stock  as  reported  by  Nasdaq  was  $4.00  per  share.

                              ____________________

                 THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" COMMENCING 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           ,  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. In addition, the Commission
maintains  a  website  (http://www.sec.gov)  that  contains  reports,  proxy and
information  statements  and other information regarding electronic filings with
the  Commission.

     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, Innodata 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

     INNODATA  CORPORATION  (the "Company") was incorporated in Delaware in June
1988,  maintains its executive offices in New York City and employs a work force
in  other  locations  in  the  U.S.  and  approximately  2,500  persons  in  the
Philippines,  India and Sri Lanka. The Company is a leading provider of Internet
and  on-line  publishing services, providing all the necessary steps for product
development  and  data capture and conversion to enable its customers to publish
vast  amounts of information via the Internet and on-line.  Innodata's customers
represent  an  array  of  major  secondary  electronic  publishers  of  legal,
scientific,  educational  and medical information, as well as document-intensive
companies  repurposing  their  proprietary information into electronic resources
that  can  be  referenced  via  web-centric  applications.

     The  Company  intends to utilize its labor force to perform such additional
tasks in the high-tech information and related industries as may be economically
performed  by  large  labor  forces  at  competitive  wage rates.  As technology
develops  in  these  industries,  the  Company  will seek to employ persons with
advanced  skills  to  exploit these areas of opportunity.  At the same time, the
Company intends to diminish or eliminate areas of its business which may become,
or  may  be  rendered,  less important or obsolete by advancing technology.  The
Company  may  also  seek  to  establish  and  operate labor forces in additional
countries  for  work  in  these  and  related  fields.

     The  executive  offices  of  the Company are located at 56 Pine Street, New
York,  New  York  10005. Its telephone number is 212-277-9900. Its operations in
the  Philippines  are  conducted at 2900 Faraday Street in Manila, and at Fuente
Osmena,  Cebu  City, in Cebu.  The Company's facilities in Manila are accessible
by  calling  its  New  Jersey  offices,  201-488-1200,  Ext.  5551.

                                  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.

Reliance  on  Foreign  Operations.
----------------------------------

     Most  of  the Company's operations take place in the Philippines, India and
Sri  Lanka.  The  majority of the Company's fixed assets are at these locations.
The  Company  is subject to risks associated with foreign operations in general,
including  political  or economic instability or disruptions, foreign regulatory
approval  requirements, embargoes, transportation delays and trade restrictions,
all  of  which  could  materially  adversely affect the Company's operations and
financial condition, or could have a significant adverse impact on the Company's
ability  to  perform and deliver its services on a competitive and timely basis.

Political  Risks.
-----------------

     While the political situation currently appears to be stable, the Company's
operations  may  be  adversely  affected by political instability in its foreign
locations.  Political  instability  could  also  change the current satisfactory
legal  environment  for  the  Company  through the imposition of restrictions on
foreign  ownership,  repatriation  of  funds,  adverse labor laws, and the like.
Moreover,  even  if  political conditions were stable, other factors could cause
legal  wage  rates  to  be  increased.

Risks  of  Power  Failures  and  Natural  Disasters.
----------------------------------------------------

     Frequent power outages occur in the Philippines and India which have lasted
for  as long as eight hours per day.  The Company's facilities are equipped with
standby  generators to produce electric power during such power failures but the
general impact of such power failures outside the Company's offices may still be
very  disruptive to the Company's overall operations.  There can be no assurance
that  municipal  power  production  capacity  will  not  remain  adequate,  or
deteriorate  further,  with  the  result  that the Company's operations could be
adversely  affected.  The  Philippines  is  subject  to  relatively  frequent
earthquakes,  volcanic  eruptions, floods and other natural disasters, which may
disrupt  the  Company's  operations.

Customer  Perception  of  Political  and  Natural  Risks.
---------------------------------------------------------

     While  the  Company  has  not  experienced  any material disruptions in its
ability  to  service  its customers from its foreign locations, frequent adverse
news  coverage about conditions could lead to hesitancy on the part of customers
to  employ  the  Company's  services  there.  There  can  be  no  assurance that
continued  or  renewed adverse news coverage will not reduce the Company's sales
even  if  the  conditions  being  reported  do not actually impede the Company's
operations.

Currency  Fluctuation  and  Inflation.
--------------------------------------

     The  Company  funds  its foreign operations through the transfer of dollars
from  the  United  States.  The  Company  generally  remits funds to its foreign
operations  only as needed and does not maintain any significant amount of funds
or  monetary  assets  in  those  countries.  Inflation  without  corresponding
devaluation  of  foreign currencies against the dollar, or any other increase in
value  of  foreign  currency relative to the dollar, may have a material adverse
effect  on  the  Company's  operations  and  financial  condition.

Year  2000.
-----------

     The  Company  has  initiated  a  program  to  prepare  computer systems and
applications  for  the  Year  2000.  The Company expects to incur internal staff
costs  as  well  as  consulting and other expenses related to infrastructure and
facilities  enhancements  necessary  to prepare the systems for the Year 2000. A
portion of such costs are not likely to be incremental costs to the Company, but
rather  will  represent  the  redeployment  of  existing  information technology
resources.  The  Company is also communicating with customers and suppliers with
whom  it  conducts business to help identify and resolve the Year 2000 issue. It
is  possible  that  if  all  aspects  of the Year 2000 issues are not adequately
resolved  by  these  parties,  the  Company's future business operations and, in
turn,  its  financial  position  and  results  of operations could be negatively
impacted.  Management  has not yet quantified the Year 2000 compliance and other
related  expenses,  however,  management  believes  these  costs will not have a
material  affect  on  its  financial  position.

Concentration  of  Customers.
-----------------------------

     During  1997,  1996  and  1995,  one  customer  that is comprised of twelve
affiliated  companies, accounted for 14%, 24% and 29% of the Company's revenues,
respectively.  No  other  customer  accounted  for  10% or more of the Company's
revenues.  Further,  in  1997, 1996 and 1995, export revenues, all of which were
derived  from  European customers, accounted for 22%, 19% and 18%, respectively,
of  total  revenues.

Competition.
------------

     The  Company's  ability  to  compete  favorably  is,  in  significant part,
dependent  upon  its ability to control costs, react timely and appropriately to
short  and long-term trends and competitively price its services.  Firms compete
based  on  price, geographic location, quality and speed of turn-around, as well
as  on  the  size of project and the complexity and level of work which they can
perform  on  an  economic basis.  Major competitors operating in the Philippines
are Saztec Philippines, Inc., Systems and Encoding Corporation (Sencor), Unidata
Corporation,  ASEC  International Phils., Inc., Equidata Philippines, Inc., Data
Solutions,  Inc., Phil Database and Services, Inc. and Direct Data Capture, Ltd.
QHData  and  Beijing  Formax are major competitors that perform work in mainland
China  and  APEX  Data  Services, Inc. performs work primarily in India.  Saztec
International,  Inc.,  First  Image  Data  Input  division  of  First  Financial
Management  Corporation  and  ASEC  International,  Inc. are the Company's major
competitors with operations in the United States.  There are also numerous other
companies  worldwide,  with  a concentration in third world countries (including
India,  Mexico,  Sri  Lanka  and  the  Caribbean Basin) which may be regarded as
competitive with the Company.  The Company may also be considered in competition
with  customers'  and potential customers' in-house personnel who may attempt to
duplicate  the  Company's  services.

     The  Company  makes substantial efforts to maintain the quality of its work
force.  The Company also competes on the basis of its perceived proximity to its
customers.  Many  offshore  conversion  companies  do  not  maintain  a presence
outside  of  the  country  in which their production facility is located.  While
such  companies  are compelled to conduct business and service customers through
brokers  or  via fax and telephone calls, many of the Company's customer related
functions,  including  sales,  delivery  of completed data products and customer
service,  are  performed  in  the  United  States.

     The  Company's  scanning  conversion services conducted through its Imaging
Services  division competes with numerous companies which may have substantially
greater  financial,  technical  and  other  resources  than  the Company.  Firms
compete  based  on price, geographic location, quality and speed of turn-around,
as  well  as  on  the size of project and the complexity and level of work which
they can perform on an economic basis.  Major national competitors include Wesco
and  Docucon.  The Company may also be considered in competition with customers'
and  potential  customers'  in-house  personnel who may attempt to duplicate the
Company's  services.

OCR  and  Similar  Technologies.
--------------------------------

     The  Company recognizes that optical character recognition ("OCR") or other
technologies  could  render  straight  data  entry obsolete.  OCR involves first
producing  an  image  which  is  a digital representation of a document and then
using  one  of  many  OCR  engines  to  convert  that  image  into  a  text file
corresponding  to  the  characters  on  the  page.  Advances  in  OCR  or  other
technologies,  such  as voice recognition, will increase the relative importance
to  the  Company  of its higher level services such as indexing, abstracting and
photocomposition  and  developing  document  management  systems,  and  of
opportunities which will arise as a result of new technologies or other factors.
There  can  be  no assurance that new technological developments will not affect
the  Company  adversely.

Lack  of  Patent  Protection.
-----------------------------

     The  Company  has  no  material  proprietary technology or software.   As a
result,  there  are  no  technological  or  patent  barriers  to  entry by other
companies  into  the  Company's  business.

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".

Shares  Eligible  for  Future  Sale.
------------------------------------

     394,730  shares  of the Company's presently outstanding Common Stock may be
deemed  "restricted  securities,"  and may not be sold except in compliance with
Rule  144  under  the Securities Act.  Rule 144 generally 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.  All of such shares are currently eligible
for  sale  under  Rule  144.

Issuance  of  Preferred  Stock
------------------------------

     The Board of Directors has the authority to issue up to 5,000,000 shares of
Preferred  Stock, $.01 par value per share, in one or more series and to fix the
number  of  shares constituting any such series, the voting powers, designation,
preferences  and  relative  participation,  optional or other special rights and
qualifications,  limitations  or  restrictions  thereof,  including the dividend
rights  and  dividend  rate,  terms  of  redemption  (including  sinking  fund
provisions),  redemption  price  or  prices,  conversion  rights and liquidation
preferences  of  the shares constituting any series, without any further vote or
action  by  the  stockholders.  The  issuance of Preferred Stock by the Board of
Directors  could affect the rights of the holders of Common Stock.  For example,
such  issuance could result in a class of securities outstanding that would have
preferential voting, dividend, and liquidation rights over the Common Stock, and
could  (upon conversion or otherwise) enjoy all of the rights appurtenant to the
shares  of  Common  Stock.  The authority possessed by the Board of Directors to
issue Preferred Stock could potentially be used to discourage attempts by others
to  obtain control of the Company through merger, tender offer, proxy contest or
otherwise  by  making  such  attempts  more difficult or costly to achieve.  The
Board  of  Directors  may issue the Preferred Stock without stockholder approval
and  with  voting  and conversion rights which could adversely affect the voting
power of holders of Common Stock.  There are no agreements or understandings for
the  issuance  of  Preferred  Stock  and  the  Board of Directors has no present
intention  to  issue  Preferred  Stock.

Continued  Listing  Requirements  for  Nasdaq  Securities;  Penny  Stock  Rules
-------------------------------------------------------------------------------

     While  the  Common Stock is presently listed on the Nasdaq SmallCap Market,
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, $2,000,000 in net tangible assets,
a public float of 500,000 shares with a market value equal to $1,000,000 held by
at  least  300  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 SmallCap Market and became delisted
therefrom,  trading,  if  any,  in  the Common Stock would thereafter have to be
conducted  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 as to the value of
the  Common  Stock.

     In  addition,  if  the  Company  fails to maintain a Nasdaq SmallCap Market
listing  for  its  securities,  and  no other exclusion from the definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction  in  the  Company's  securities  would  be  required  to provide any
customer  with  a  risk disclosure document, disclosure of market quotations, if
any,  disclosure of the compensation of the broker-dealer and its salesperson in
the  transaction and monthly account statements showing the market values of the
Company's  securities  held  in  the  customer's  accounts.  The  bid  and offer
quotation  and  compensation information must be provided prior to effecting the
transaction  and  must  be  contained on the customer's confirmation. If brokers
become  subject  to the "penny stock" rules when engaging in transactions in the
Company's  securities,  they  would  become  less  willing  to  engage  in  such
transactions,  thereby  making it more difficult for purchasers in this offering
to  dispose  of  their  shares.

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 to be issued and, if
exercised,  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-KSB
for  the  fiscal  year ended December 31, 1997 and subsequent filing of its Form
10-QSB  for  the  quarter  ended  June  30,  1998, no material developments have
occurred.

                              SELLING SHAREHOLDERS

     The  securities covered by the Plan and Options not granted pursuant to any
Plan  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 56
Pine  Street,  New  York,  NY  10005.
SECURITIES                  SECURITIES
                           OWNED       SECURITIES       OWNED
NAME AND                  BEFORE         TO BE          AFTER
ADDRESS                  OFFERING(1)      SOLD       OFFERING(4)

Barry Hertz (2)           231,548        14,000        217,548

Todd Solomon              190,482        10,500        179,982

Jack Abuhoff              132,833       123,833          9,000

Martin Kaye                13,833        10,500          3,333

Stephen Agress             16,000        16,000            -0-

William Schieffelin         4,000         4,000            -0-

Jurgen Tanpho              16,000        16,000            -0-

Dr. Albert Drillick (3)     5,003           850          4,153

Morton Mackof (3)           5,003           850          4,153
(1)     Includes  shares  issuable upon the exercise of all outstanding options
pursuant  to  the 1996 Stock Option Plan, and as to Mr. Abuhoff, options granted
without  a  Plan,  including  those options which are not presently exercisable.
Shares  issuable  under  options are owned beneficially but not of record.  Does
not include presently exercisable options to purchase the Company's Common Stock
pursuant  to  other  Stock  Option  Plans,  or  other  exercisable options held.

(2)     Includes  214,748  shares  owned by Track Data Corporation, of which Mr.
Hertz  is  the  majority stockholder and 2,800 shares held in a pension plan for
the  benefit  of  Mr.  Hertz.

(3)     Includes  4,153  shares  held in the Track Data Phantom Unit Trust to be
released  upon  termination  of  association  with  the  Company  or  Track Data
Corporation,  or  earlier  with  approval  of the Track Data Board of Directors.

(4)     The  percentage  of  securities  owned after offering, assuming no sales
other  than  by the respective individuals, is 14.6% and 12.1% for Messrs. Hertz
and  Solomon,  respectively.
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 incorporated in this Prospectus by reference from
the  Company's Annual Report on Form 10-KSB for the year ended December 31, 1997
have  been  audited  by Grant Thornton LLP, independent auditors, and as to 1996
and  1995  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's wife owns 29,813 shares of the Common
Stock  of  the  Company, and Mr. Folger's pension plan, of which he is a trustee
and  principal  beneficiary,  owns  11,347  shares  of  Common  Stock.

                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 report on Form 10-KSB for the year ended December 31, 1997,
filed  with the Commission pursuant to Section 13 of the Securities Exchange Act
of  1934.

2.     The  Company's report on Form 10-QSB for the quarter ended June 30, 1998,
filed  with the Commission pursuant to Section 13 of the Securities Exchange Act
of  1934.

3.     The  section  entitled  "Description  of  Common  Stock"  contained  in
Post-Effective  Amendment  No.  1  to  the  Company's Registration Statement No.
33-62012  on  Form  SB-2  filed with the Commission, under the Securities Act of
1933,  and  effective  as  of  June  21,  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.  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.
INNODATA CORPORATION

                         279,999 SHARES OF COMMON STOCK

                              --------------------

                                   PROSPECTUS
                              --------------------

                                     , 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 REGISTRATION STATEMENT

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

             See  "Incorporation  of  Certain  Information  by  Reference."

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

             Not  Applicable.

ITEM  5.  Interests  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
          (24)(a)     Consent of Oscar D. Folger (included in Exhibit 5)
          (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  to  the  Company's Proxy Statement for its
Annual  Meeting  of  Stockholders  on  November  7,  1996.

ITEM  9.  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 3rd day of
September  1998.

                                   INNODATA  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             September 3, 1998
-----------------------                        
Barry Hertz

     /s/                 Vice Chairman of the Board        September 3, 1998
-----------------------                  
Todd Solomon

     /s/                 President, Chief Executive        September 3, 1998
-----------------------  Officer and Director  
Jack Abuhoff

     /s/                 Executive Vice President          September 3, 1998
-----------------------  (Principal Financial Officer)
Martin Kaye              and Director

     /s/                 Director                          September 3, 1998
-----------------------                  
Dr. Albert Drillick

     /s/                 Director                          September 3, 1998
-----------------------                   
Dr. E. Bruce Fredrikson

     /s/                 Director                          September 3, 1998
-----------------------                   
Morton Mackof

     /s/                 Director                          September 3, 1998
-----------------------                 
Stanley Stern
EXHIBIT 24(a)

                           LAWYERS OPINION AND CONSENT

We  have  acted  as counsel to Innodata Corporation, a Delaware corporation (the
"Company")  in connection with the registration by the Company of 279,999 shares
of  its common stock, $.01 par value (the "Shares") which are issuable under the
Company's  1996  Stock  Option  Plan  (the  "Plan")  and 113,333 shares issuable
pursuant  to options ("Options") granted to the Company's President and CEO upon
commencement of employment.  All of the Shares are the subject of a Registration
Statement  on Form S-8 under the Securities Act of 1933, as amended (the "Act").
As  counsel  to  the  Company  we  have examined and relied upon the original or
copies,  certified  or  otherwise  identified  to  our  satisfaction,  of  such
documents,  corporate  records and other instruments as we have deemed necessary
in  order  to  render  the  following  opinion.

Based  upon the foregoing, we are of the opinion that the Shares to be issued by
the  Company  pursuant  to  the  Plan  and Options are duly authorized and, when
issued and paid for in accordance with the Plan as described in the Registration
Statement,  will  be  validly  issued,  fully  paid  and  nonassessable.

We  are  aware  that we are referred to under the caption "Legal Matters" in the
Reoffer  Prospectus included in the Registration Statement and we hereby consent
to  such  reference  to us and to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving such consent, however, we do not hereby imply
or  admit  that  we are within the category of persons whose consent is required
under  Section  7  of  the Act or under the General Rules and Regulations of the
Securities  and  Exchange  Commission  adopted  thereunder.

Oscar  D.  Folger
Law  Offices  of  Oscar  D.  Folger
New  York,  New  York
September  3,  1998
EXHIBIT 24(b)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  issued  our  report  dated March 4, 1998 accompanying the consolidated
financial  statements  included  in the Annual Report of Innodata Corporation on
Form  10-K  for  the  year  ended  December  31, 1997.  We hereby consent to the
incorporation  by  reference  of  said  report  in the Registration Statement of
Innodata  Corporation on Form S-8 and to the use of our name as it appears under
the  caption  "Experts."

GRANT  THORNTON  LLP

New  York,  New  York
September  3,  1998
EXHIBIT 24(c)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
of  Innodata  Corporation  on  Form  S-8  of  our  report  dated March 14, 1997,
appearing  in  the  Annual Report on Form 10-KSB of Innodata Corporation for the
year  ended December 31, 1997 and to the reference to our firm under the heading
"Experts"  in  the  Prospectus,  which  is  part of this Registration Statement.

MARGOLIN,  WINER  &  EVENS  LLP

Garden  City,  New  York
September  3,  1998