Exhibit 11
INNOTECH, INC.

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

Three Months and Six Months Ended June 30, 1996 and 1995

(Unaudited)


- --------------------------------------------------------------------------------------------------- 
                                                Three Months Ended           Six Months Ended,
                                                      June 30,                    June 30,           
                                            --------------------------  ---------------------------
                                                1996          1995          1996           1995
                                            ------------  ------------  -------------  ------------
                                                                           
Weighted average shares of common
 stock outstanding                            7,825,101       704,285      4,769,990       704,285
Common stock issued during 1995,
 deemed to be outstanding for entire
 period (1)                                       -            68,706          -            68,706
Convertible, redeemable preferred
 stock (2)(3)                                     -         3,954,370      1,742,929     3,954,370
Common stock warrants (1)(4)                      -           999,340          -           999,340
Common stock options (1)(4)                       -           497,231          -           497,231
                                            -----------   -----------    -----------   -----------
 
Weighted average number of common
 shares outstanding (pro forma for 1995)      7,825,101     6,223,932      6,512,919     6,223,932
                                            ===========   ===========    ===========   ===========
 
Net loss                                    $(2,595,973)  $(1,971,750)   $(5,440,402)  $(4,316,650)
                                            ===========   ===========    ===========   ===========
 
Net loss per common share (pro forma
 for 1995)                                  $     (0.33)       $(0.31)   $     (0.84)       $(0.69)
                                            ===========   ===========    ===========   ===========



(1) For the three months and six months ended June 30, 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 and six months ended June 30, 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 and six months ended June 30, 1996, convertible,
    redeemable preferred stock was considered converted into common stock on the
    respective original dates of issuance.

(4) For the three months and six months ended June 30, 1996, common stock
    warrants and common stock options have not been considered as their effect
    would be anti-dilutive.