INNODATA CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF EARNINGS PER SHARE






                                               

PRIMARY AND FULLY DILUTED EARNINGS PER SHARE            1995

Reconciliation of net income per statement
     of income to amount used
     in earnings per share computation:
          Net income, as reported                 $1,511,388
          Add-Interest on investment, net
               of tax effect, on application of
               assumed proceeds from exercise of
               options and warrants in
               excess of 20% limitation              249,974
                                                  ----------

          Net income, as adjusted                 $1,761,362
                                                  ==========

Reconciliation of weighted average number
     of shares outstanding to amount
     used in earnings per share computation:
          Weighted average number of
               shares outstanding                  4,448,473
                                                  ----------
          Add-Shares issuable from assumed
               exercise of options and warrants
               in excess of 20% limitation         1,007,793

          Weighted average number of shares
                outstanding, as adjusted           5,456,266
                                                  ==========

Primary and fully diluted earnings per share      $      .32
                                                  ==========