EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Stephen Agress, certify that:

1.       I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Innodata
         Corporation;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules   13a-15(e)  and  15d-15(f)  for  the
         registrant and we have:

         a)       designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during  the  period in which  this  quarterly  report is being
                  prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and procedures and presented in this quarterly report
                  our  conclusions  about the  effectiveness  of the  disclosure
                  controls and  procedures,  as of the end of the period covered
                  by this report based on such evaluation; and

         c)       disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent  fiscal   quarter  that  has
                  materially  affected,  or is  reasonably  likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation  of  internal  controls  over  financial
         reporting,  to the  registrant's  auditors  and the audit  committee of
         registrant's  board of directors (or persons  performing the equivalent
         function):

         a)     all  significant  deficiencies  and material  weaknesses  in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the registrant's
                ability  to record,  process,  summarize  and  report  financial
                information; and

         b)     any fraud, whether or not material,  that involves management or
                other employees who have a significant  role in the registrant's
                internal control over financial reporting.

Dated:  November 12, 2003

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