[ARTICLE]  6
[CIK]  0000903651
[NAME]  INNODATA  CORPORATION


                                                                    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,  Registration  No.  333-3466,  dated  April  11, 1996 and Registration No.
333-63085,  dated September 9, 1998) 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,  1998.

Margolin,  Winer  &  Evens  LLP
Garden  City,  New  York
February  25,  1999