INNODATA CORP
8-K/A, 1997-11-18
COMPUTER PROCESSING & DATA PREPARATION
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                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549




                                  FORM 8-K/A

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                               November 11, 1997
              (Date of Report [Date of earliest event reported])




                             INNODATA CORPORATION
            (Exact name of registrant as specified in its charter)


        Delaware                   0-22196                 13-3475943
(State or Other Jurisdiction     (Commission             (IRS Employer
    of Incorporation)               File #)            Identification #)




                  95 Rockwell Place, Brooklyn, New York 11217
         (Address of Principal Executive Offices, Including Zip Code)


                                (718) 855-0044
                (Registrant's Telephone #, Including Area Code)


<PAGE>
ITEM  4.    CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

Pursuant  to  Regulation  S-K,  Item  304(a)(1)

1. (a). Margolin, Winer & Evens LLP ("MWE") has been the principal auditor of
        Innodata  Corporation  for  more  than  the  past  two  fiscal  years.

        (i)    On  November 11, 1997  the  Registrant and  MWE agreed that MWE
               would not serve as principal  accountant  for  the  year  ended
               December  31,  1997.

        (ii)   MWE's reports  on  the  financial  statements of Registrant for
               Registrant's  last  two  fiscal  years  contained  no  adverse
               opinion, disclaimer of opinion, modification, or qualification.

        (iii)  The change in principal accountant was approved by the Board of
               Directors.

        (iv)   During  the  two  years ended December 31, 1996 and the interim
               period  through  November 11, 1997, there were no disagreements
               with MWE on any matter of accounting principles and  practices,
               financial statement disclosure, or audit scope  and  procedure,
               which  disagreement,  if  not  resolved  to the satisfaction of
               MWE,  would  have  caused  it  to make reference to the subject 
               matter of the disagreement in connection with its report.

        (v)    Not  applicable.

2.  On  November  12,  1997,  the  Registrant appointed Grant Thornton LLP as 
    principal  accountants  for  the year ended December 31, 1997. During the
    two years ended December 31, 1996 and the interim period through November
    11, 1997, the Registrant has not consulted with Grant Thornton LLP.

3.  Registrant  has  attached  hereto  a letter furnished by MWE addressed to 
    the  Securities  and  Exchange  Commission.

ITEM  7.  EXHIBITS

          (16) Letter  dated  November  17, 1997 by MWE to the Securities and
               Exchange Commission.


<PAGE>
                                  SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                         INNODATA  CORPORATION


                                            /s/
                                         --------------------------
                                         By  Barry  Hertz,  Chairman





   /s/                       Chief Executive Officer  November 17, 1997
- ------------------------   

Jack Abuhoff



   /s/                       Chief Financial Officer  November 17, 1997
- ------------------------
Martin Kaye





<PAGE>

                                                                    Exhibit 16



November  17,  1997


Securities  and  Exchange  Commission
450  5th  Street,  NW
Washington,  DC  20549

Gentlemen:

We  were  previously principal accountants for Innodata Corporation and, under
the  date  of  March  14,  1997,  we  reported  on  the consolidated financial
statements  of  Innodata  Corporation as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996. On November 11,
1997  our  appointment  as  principal accountants was terminated. We have read
Innodata  Corporation's  statements  included  under  Item 4 of its Form 8-K/A
dated November 11, 1997, and we agree with the statements concerning our Firm,
except  that  we  are  not  in  a  position to agree or disagree with Innodata
Corporation's  statement  that the change in principal accountant was approved
by  the  Board  of  Directors.

Very  truly  yours,

Margolin,  Winer  &  Evens  LLP
Garden  City,  New  York





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