EXHIBIT 11

INNOTECH, INC.

Computation of Net Loss and Pro Forma Net Loss
Per Common Share

Three Months Ended March 31, 1996 and 1995

(Unaudited)



- -------------------------------------------------------------------------------------------
                                                              Three Months Ended March 31,
                                                             ------------------------------
                                                                  1996            1995
                                                             --------------  --------------
                                                                       
 
Weighted average shares of common stock outstanding              1,714,849         704,285
Common stock issued during 1995, deemed to be outstanding
 for entire period (1)                                                  --          68,706
Convertible, redeemable preferred stock (2)(3)                   3,485,857       3,954,370
Common stock warrants (1)(4)                                            --         999,340
Common stock options (1)(4)                                             --         497,231
                                                               -----------     -----------
 
Weighted average number of common shares outstanding
 (pro forma for 1995)                                            5,200,706       6,223,932
                                                               ===========     ===========
 
Net loss                                                       $(2,844,429)    $(2,344,900)
                                                               ===========     ===========
 
Net loss per common share (pro forma for 1995)                 $     (0.55)         $(0.38)
                                                               ===========     ===========
 



(1) For the three months ended March 31, 1995, common stock, common stock
    warrants and common stock options issued within a one-year period prior to
    the initial filing of the registration statement related to the initial
    public offering have been treated as outstanding for the entire period.  In
    the case of common stock warrants and common stock options, the treasury
    stock approach has been utilized.  Common stock warrants and common stock
    options issued prior to one year before the initial filing date have not
    been considered as their effect would be anti-dilutive.

(2) For the three months ended March 31, 1995, convertible, redeemable preferred
    stock issued within a one-year period prior to the initial filing of the
    registration statement related to the initial public offering has been
    treated as outstanding for the entire period.  In addition, convertible,
    redeemable preferred stock issued prior to one year before the initial
    filing date was considered converted into common stock on the respective
    original dates of issuance.

(3) For the three months ended March 31, 1996, convertible, redeemable preferred
    stock was considered converted into common stock on the respective original
    dates of issuance.

(4) For the three months ended March 31, 1996, common stock warrants and common
    stock options have not been considered as their effect would be anti-
    dilutive.