Exhibit 3.1 (a)
                                 RESTATEMENT OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         INNODATA PROCESSING CORPORATION

   I. The name of the  corporation is Innodata  Processing  Corporation.  It was
incorporated in accordance with the General  Corporation Law of Delaware on June
27, 1988.

   II. The  Certificate of  Incorporation  of the  corporation is hereby further
amended, and is restated in its entirety, to read as follows:

                      RESTATED CERTIFICATE OF INCORPORATION
                      -------------------------------------

                                       OF
                                       --

                              INNODATA CORPORATION
                              --------------------

      1. The name of the  Corporation  is INNODATA  CORPORATION,  a  corporation
formed in accordance with the General Corporation Law of Delaware.

      2. The  address  of the  Corporation's  registered  office in the State of
Delaware is 15 East North Street, Dover, Delaware 19901. The registered agent at
such address shall be United Corporate Services, Inc.

      3. The  purpose  of the  Corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of Delaware.

      4.    a. The total number of shares of stock which  the corporation  shall
have authority to issue is 20,000,000 shares of Common Stock,  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.

            b. (1) Shares of Preferred  Stock may be issued from time to time in
one or more  series  as may  from  time to time be  determined  by the  Board of
Directors,  each of said series to be distinctly  designated.  All shares of any
one series of Preferred  Stock shall be alike in every  particular,  except that
there may be different  dates from which  dividends,  if any,  thereon  shall be
cumulative,  if made  cumulative.  The  voting  powers and the  preferences  and
relative, participating,  optional and other special rights of each such series,
and the qualifications,  limitations or restrictions thereof, If any, may differ
from those of any and all other series at any time outstanding; and the Board of
Directors of the Corporation is hereby expressly granted authority to fix by

<PAGE>

resolution  or  resolutions  adopted  prior to the  issuance  of any shares of a
particular  series of Preferred  Stock,  the voting powers and the  designation,
preferences  and  relative,   optional  and  other  special   rights,   and  the
qualifications,  limitations  and  restrictions of such series,  including,  but
without limiting the generality of the foregoing, the following:

            (A) The  distinctive  designation  of,  and the  number of shares of
      Preferred Stock which shall  constitute  such series,  which number may be
      increased  (except where otherwise  provided by the Board of Directors) or
      decreased  (but not below the number of shares  thereof then  outstanding)
      from time to time by like action of the Board of Directors;

            (B) The rate and times at which,  and the  terms and  conditions  on
      which, dividends, if any, on Preferred Stock of such series shall be paid,
      the extent of the preference or relation, if any, of such dividends to the
      dividends payable on any other class or classes,  or series of the same or
      other classes of stock and whether such  dividends  shall be cumulative or
      non-cumulative;

            (C) The right,  if any,  of the holders of  Preferred  Stock of such
      series to convert  the same into or exchange  the same for,  shares of any
      other  class or classes or of any series of the same or any other class or
      classes of stock of the  Corporation  and the terms and conditions of such
      conversion or exchange;

            (D) Whether or not  Preferred  Stock of such series shall be subject
      to redemption, and the redemption price or prices and the time or times at
      which,  and the terms and  conditions  on which,  Preferred  Stock of such
      series may be redeemed;

            (E) The rights,  if any, of the holders of  Preferred  Stock of such
      series   upon  the   voluntary   or   involuntary   liquidation,   merger,
      consolidation,  distribution or sale of assets, dissolution or winding-up,
      of the Corporation;

            (F) The terms of the sinking fund or redemption or purchase account,
      if any, to be provided for the Preferred Stock of such series; and

            (G) The voting  powers,  if any,  of the  holders of such  series of
      Preferred  Stock  which  may,  without  limiting  the  generality  of  the
      foregoing,  include the right, voting as a series or by itself or together
      with other series of Preferred Stock or all series of Preferred Stock as a
      class,  to elect one or more  directors of the  Corporation if there shall
      have been a

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<PAGE>

      default in the payment of dividends on any one or more series of Preferred
      Stock or under  such other  circumstances  and on such  conditions  as the
      Board of Directors may determine.

      (2)  The  relative  powers,  preferences  and  rights  of each  series  of
Preferred Stock in relation to the powers,  preferences and rights of each other
series of Preferred  Stock shall, in each case, be as fixed from time to time by
resolution of the Board of Directors,  and the consent,  by class or series vote
or  otherwise,  of the holders of such of the series of  Preferred  Stock as are
from time to time  outstanding  shall not be  required  for the  issuance by the
Board of Directors of any other  series of  Preferred  Stock  whether or not the
powers,  preferences and rights of such other series shall be fixed by the Board
of  Directors  as senior to, or on a parity with,  the powers,  preferences  and
rights of such outstanding series, or any of them; provided,  however,  that the
Board of  Directors  may  provide  in such  resolution  that the  consent of the
holders of a majority (or such greater  proportion as shall be therein fixed) of
the  outstanding  shares of such series voting therein shall be required for the
issuance of any or all other series of Preferred Stock.

      (3) Subject to any limitations set forth herein, Shares of Common Stock or
any series of  Preferred  Stock may be issued  from time to time as the Board of
Directors  of the  Corporation  shall  determine  and on such terms and for such
consideration as shall be fixed by the Board of Directors.

      (4) The authorized amount of shares of Common Stock and of Preferred Stock
may, without a class or series vote, be increased or decreased from time to time
by the  affirmative  vote of the  holders  of a  majority  of the  stock  of the
Corporation entitled to vote thereon."

      5.    a. There is hereby created a series of the  Preferred  Stock of this
corporation  to consist of 1,000 shares of Preferred  Stock,  $.01 par value per
share, which this corporation now has authority to issue.

            b. The  distinctive  designation  of the  series  shall be "Series A
Preferred  Stock";  the number of shares of Series A  Preferred  Stock  shall be
1,000.

            c. The holders of the Series A Preferred Stock shall not be entitled
to receive any dividends.

            d. The Series A Preferred Stock shall be preferred as to assets over
the  Common  Stock,  so that,  in the  event  of the  voluntary  or  involuntary
liquidation, dissolution or winding-up of

this  corporation,  the holders of Series A Preferred Stock shall be entitled to
have set apart for them or to be paid out of the assets

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<PAGE>


of this  corporation,  before any  distribution  is made to or set apart for the
holders of Common Stock,  an amount in cash equal to, and in no event more than,
$1.00  per  share of Series A  Preferred  Stock,  plus all  accrued  and  unpaid
dividends thereon, if any. If, upon such liquidation,  dissolution or winding-up
of this corporation,  the assets of this corporation  available for distribution
to the holders of its stock shall be insufficient to permit the  distribution in
full of the amounts receivable as aforesaid by the holders of Series A Preferred
Stock,  then all such assets of this  corporation  shall be distributed  ratably
among the holders of Series A Preferred Stock in proportion to the amounts which
each would have been  entitled  to receive if such  assets  were  sufficient  to
permit  distribution in full as aforesaid.  Neither the consolidation nor merger
of this  corporation nor the sale,  lease or transfer by this corporation of all
or any part of its assets shall be deemed to be a  liquidation,  dissolution  or
winding-up of this corporation for the purposes of this paragraph.

            e. The holders of the Series A Preferred  Stock shall have no voting
rights except as expressly provided by law.

            f.  If  the  Series  A  Preferred  stock  has  not  been  previously
converted,  this  corporation  shall redeem all of the Series A Preferred Stock,
but only out of funds  legally  available  therefor,  on December 31, 1996, at a
redemption price equal to $1.00 per share.

            g. (1) The Series A Preferred Stock shall  automatically  convert on
the closing of the first "Series A  Acquisition"  which occurs prior to the last
day of the 18th full calendar month after the date of the corporation's  initial
public  offering of  securities  ("IPO"),  if after the closing of such Series A
Acquisition,  the  "prior  stockholders"  own less than  50.1% of the then total
outstanding  Common Stock. In such event, each share of Series A Preferred Stock
will  automatically  convert  into a number of shares of Common  Stock  which is
equal to one  one-thousandth  (.001) of the lesser of: (i)  450,000 or (ii) that
number which when added to the 2,600,000 shares owned by the prior  stockholders
as of the  date of the IPO  final  prospectus  is  equal  to  50.1%  of the then
outstanding  Common Stock. The "IPO" means the consummation of a public offering
of securities by the Company which is  underwritten by A. S. Goldmen & Co., Inc.
(the  "Underwriter").  A "Series A  Acquisition"  means the  acquisition  by the
Company of the stock or assets of any business  whose then most recent  revenues
are at the annualized rate of not less than $5,000,000. The "prior stockholders"
means the persons who were stockholders immediately prior to the IPO.

                  (2) If the prior  stockholders  propose to  convert  shares of
Preferred Stock as a result of a Series A

Acquisition,  the Acquisition  must be reviewed in advance by the Underwriter or
its successor.  If the prior stockholders propose to convert shares of Preferred
Stock as a result of a Series A Acquisition and the Acquisition is of a business
whose most recent

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<PAGE>

annual  revenues  are at least equal to  $10,000,000,  the  Acquisition  will be
subject  to the  prior  approval  of the  Underwriter  or its  successor,  which
approval cannot be unreasonably withheld or denied.

                  (3) For the purposes of the preceding  paragraph all shares of
Common Stock which are issuable on exercise or conversion of any  instruments or
securities will be taken into account as outstanding.

      6.    a.  There  is  hereby  created  a series of the  Preferred  Stock of
this corporation to consist of 1,000 shares of Preferred  Stock,  $.01 par value
per share, which this corporation now has authority to issue.

            b. The  distinctive  designation  of the  series  shall be "Series B
Preferred  Stock";  the number of shares of Series B  Preferred  Stock  shall be
1,000.

            c. The holders of the Series B Preferred Stock shall not be entitled
to receive any dividends.

            d. The Series B Preferred Stock shall be preferred as to assets over
the  Common  Stock  so  that,  in the  event  of the  voluntary  or  involuntary
liquidation,  dissolution  or  winding-up  of this  corporation,  the holders of
Series B  Preferred  Stock shall be entitled to have set apart for them or to be
paid out of the assets of this  corporation,  before any distribution is made to
or set apart for the holders of Common Stock, an amount in cash equal to, and in
no event  more  than,  $1.00  per share of Series B  Preferred  Stock,  plus all
accrued  and  unpaid  dividends  thereon,  if any.  If,  upon such  liquidation,
dissolution or winding-up of this  corporation,  the assets of this  corporation
available for distribution to the holders of its stock shall, be insufficient to
permit the  distribution  in full of the amounts  receivable as aforesaid by the
holders of Series B Preferred  Stock,  then all such assets of this  corporation
shall be  distributed  ratably among the holders of Series B Preferred  Stock in
proportion to the amounts which each would have been entitled to receive if such
assets were sufficient to permit distribution in full as aforesaid.  Neither the
consolidation  nor merger of this corporation nor the sale, lease or transfer by
this  corporation  of all or any  part of its  assets  shall be  deemed  to be a
liquidation,  dissolution or winding-up of this  corporation  for the purpose of
this paragraph.

            e. The holders of the Series B Preferred  Stock shall have no voting
rights except as expressly provided by law.



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<PAGE>

            f.  If  the  Series  B  Preferred  Stock  has  not  been  previously
converted,  this  corporation  shall redeem all of the Series B Preferred Stock,
but only out of funds  legally  available  therefor,  on December 31, 1996, at a
redemption price equal to $1.00 per share.

            g.   (1) The Series B Preferred Stock shall automatically convert if
there occurs a closing of any "Series B Acquisition"  prior to: (i) the last day
of the 24th full calendar month after the IPO or (ii) 12 months after the Series
A Preferred Stock has been converted, whichever of (i) and (ii) occurs later. In
such event each share of Series B  Preferred  Stock will  automatically  convert
into a number of shares of  Common  Stock  which is equal to one  one-thousandth
(.001) of the lesser of 225,000 or that number which when added to the 2,600,000
shares  owned  by the  prior  stockholders  as of the  date  of  the  IPO  final
prospectus,  plus any shares  issued on  conversion  on the  Series A  Preferred
Stock,  is equal to 50.1% of the then  outstanding  Common  Stock.  A  "Series B
Acquisition"  means the acquisition by the Company of the stock or assets of any
business whose then most recent  revenues are at the annualized rate of not less
than $3,000,000.

                  (2) If the prior  stockholders  propose to  convert  shares of
Preferred Stock as a result of a Series B Acquisition,  the Acquisition  must be
reviewed  in  advance  by  the  Underwriter  or  its  successor.  If  the  prior
stockholders  propose  to  convert  shares of  Preferred  Stock as a result of a
Series B  Acquisition  and the  Acquisition  is of a business  whose most recent
annual  revenues  are at least equal to  $10,000,000,  the  Acquisition  will be
subject  to the  prior  approval  of the  Underwriter  or its  successor,  which
approval cannot be unreasonably withheld or denied.

                  (3) For the purposes of the preceding  paragraph all shares of
Common Stock which are issuable on exercise or conversion of any  instruments or
securities will be taken into account as outstanding.

      7. The name and mailing address of the incorporator are as follows:
                  Oscar D. Folger
                  521 Fifth Avenue, 24th Floor
                  New York, NY 10175

      8.  The  original  by-laws  of the  corporation  shall be  adopted  by the
incorporator. Thereafter, the power to make, alter or repeal by-laws shall be in
the Directors of the Corporation.

      9. The  business  and  affairs of the  Corporation  shall be  managed  and
directed by a Board of Directors,  which may be comprised of a single  director.
The number of  directors  shall be fixed by the  by-laws or as  provided  in the
by-laws.

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<PAGE>

      10. A director, or former director, shall not be liable to the corporation
or to any of its  stockholders for monetary damages for breach of fiduciary duty
as a director,  provided  that this  provision  shall not eliminate or limit the
liability of a director: (i) for any breach of the director's duty of loyalty to
the  corporation  or its  stockholders;  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) under  ss.174 of the  General  Corporation  Law of the State of  Delaware,
pertaining to the  liability of directors  for unlawful  payment of dividends or
unlawful stock purchase or redemption;  or (iv) for any  transaction  from which
the director derived an improper personal benefit.

      11. The corporation  shall  indemnify its directors and officers,  and the
directors and officers of its  subsidiaries,  to the maximum extent permitted by
law.

   III. This  restatement was duly adopted by the directors and the stockholders
of the Corporation in accordance  with the provisions of Sections  242(b)(1) and
245 of the General Corporation Law of the State of Delaware.

   IV.  Upon the  effective  date of  filing  of this  Restated  Certificate  of
Incorporation,  each outstanding  share of Common Stock of the corporation,  par
value $.01 per share,  will be changed into (i) 26 shares of Common Stock,  (ii)
one  one-hundredth  (.01)  share of  Series A  Preferred  Stock  and  (iii)  one
one-hundredth  (.01)  share of Series B Preferred  Stock.  The par value of each
resulting split share shall be $.01.

   IN WITNESS  WHEREOF,  the  undersigned  hereby  certify that the facts herein
stated are true and, accordingly,  have signed this Certificate Of Amendment and
Restatement this 27th day of April 1993.


                                    ______/s/____________________
                                    Barry Hertz, Chairman of the
                                    Board of Directors and Chief
                                    Executive Officer

Attest:


_____/s/_________________
      Secretary
   Aviva Jakubowitz

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