Exhibit 3.1 (b)
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              INNODATA CORPORATION

      Innodata  Corporation,  a corporation  organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That pursuant to the recommendation of the Board of Directors of Innodata
Corporation,  the following resolution amending the Certificate of Incorporation
of said corporation,  has been adopted by the written consent of stockholders of
said  corporation  holding a majority of the outstanding  stock entitled to vote
thereon. The resolution setting forth the amendment is as follows:

      RESOLVED, that Paragraph 4(a) of the Certificate of Incorporation shall be
      amended to read in its entirety as follows:

            "(a) The total number of shares of stock which the Corporation shall
            have the  authority to issue is  75,000,000  shares of Common Stock,
            and 4,998,000  shares of Preferred  Stock,  1,000 shares of Series A
            Preferred  Stock and 1,000 shares of Series B Preferred  Stock,  all
            par value $.01 per share."

SECOND:  That  these  resolutions  have been  adopted  by  written  consents  of
stockholders  holding a  majority  of the  outstanding  stock  entitled  to vote
thereon in accordance with Sections

216 and 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said  corporation  shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF,  said Innodata Corporation has caused this certificate to be
signed  by its  Vice  President,  and its  Assistant  Secretary,  this 28 day of
February, 2001.

Innodata Corporation


By:______/s/__________________           Attest:_________/s/_________________
   Martin Kaye, Vice President           Laurel Louison, Assistant Secretary