EXHIBIT 23.2
INDEPENDENT  AUDITORS'  CONSENT

     We  consent  to  the  incorporation  by  reference  in  the  Registration
Statements  of  Innodata  Corporation  on Form S-8 (Registration No. 33-85530,
dated  October  21,  1994 and Registration No. 333-3466, dated April 11, 1996)
and  on  Form  S-3  (Registration  No.  333-3464, dated April 11, 1996) 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.

Margolin,  Winer  &  Evens  LLP
Garden  City,  New  York
March  23,  1998