EXHIBIT 32.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Innodata Corporation (the
"Company") on Form 10-Q for the quarter ended June 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen
Agress, Principal Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

          1.   the Report fully complies with the requirements of section 13(a)
               of the Securities Exchange Act of 1934; and

          2.   the information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operations of the Company.


                                           /s/ Stephen Agress
                                           -------------------------------------
                                           Stephen Agress
                                           Vice President, Finance and
                                           Chief Accounting Officer
                                           August 13, 2003