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  September 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
                                           November 12, 2003