1



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark  One)
/X/  Annual report under section 13 or 15(d) of the securities exchange act of
1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                            -----------------

/  /    Transition report under section 13 or 15(d) of the securities exchange
act  of  1934

COMMISSION  FILE  NUMBER    0-24634

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


           DELAWARE                                     22-3181095
(State  or  other  jurisdiction  of       (I.R.S. Employer Identification No.)
incorporation  or  organization)

          56  PINE  STREET
        NEW  YORK,  NEW  YORK                             10005
(Address  of  principal  executive  offices)            (Zip  Code)

                               (212)  943-4555
                      (Registrant's  telephone  number)


Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  NONE

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:
                                                COMMON  STOCK,  $.01 PAR VALUE
                                                REDEEMABLE  WARRANTS



Indicate  by  check  mark  whether  the  Registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the preceding twelve months (or for such shorter period that the
Registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.  Yes  /X/    No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or  information statements
incorporated  by  reference  in Part III of this Form 10-K or any amendment to
this  Form  10-K.    /X/

State the aggregate market value of the voting stock held by non-affiliates of
the  Registrant  based  on  the closing price of the Company's Common Stock on
February  28,  1997  of  $1.19  per  share.    $2,898,379
                                               ----------

State  the  number  of  shares  outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.
  14,731,452 SHARES OF COMMON STOCK, $.01 PAR VALUE, AS OF FEBRUARY 28, 1997

                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------
                            [SEE INDEX TO EXHIBITS]



<PAGE>
                                    PART I

ITEM  1.    BUSINESS

     On  March  31,  1996,  Track  Data  Corporation  ("Track"),  a  principal
stockholder  of Global Market Information, Inc. ("Global"), merged into Global
and  the name of Global was changed to Track Data Corporation (the "Company").
Pursuant  to the merger (the "Merger"), Global issued 12,000,000 shares of its
common  stock  in  exchange  for  all  of the outstanding stock of Track.  The
1,599,837  shares  of  Global  common stock owned by Track prior to the Merger
were  cancelled.

     Global,  as  the  surviving  corporation,  assumed all of Track's assets,
liabilities  and  obligations.    Effective March 31, 1996, the Company issued
835,905  shares  of its common stock and transferred 74,281 shares of Innodata
Corporation common stock owned by Track prior to the Merger to a Trust held by
a  bank  trustee  for  the benefit of certain key employees and consultants of
Track  to satisfy obligations under a deferred compensation plan maintained by
Track.   These shares will be released to the participants upon termination of
employment,  or  earlier  with  approval  of  the  Board  of  Directors.

     For  accounting  purposes  the  Merger  is  treated  as  a combination of
entities under common control similar to a pooling-of-interests.  Accordingly,
the  historical  financial  position  and  results  of operations of Track and
Global  have  been  combined  for  all  periods  presented.

     The  new  merged  company  is named Track Data Corporation and its common
stock  and redeemable warrants are listed on the Nasdaq National Market System
under  the  symbols  "TRAC"  and  "TRACW,"  respectively.

     Track  Data  Corporation  (the "Company" or "TDC") has been a supplier of
electronically  delivered  financial  information  since  1981.  TDC  provides
real-time  financial  market  data,  financial  data  bases  and  historical
information,  analytical  services,  and  data  manipulation  tools, through a
sophisticated  private  data  network  to  high  end  users  in  the
equity/options/futures  trading  marketplace.  TDC  delivers  information  on
equities,  options,  futures,  commodities,  listed  bonds,  fixed  income
securities,  and foreign currencies from all North American exchanges and from
the  principal  exchanges  in  Europe,  Latin  America  and  the Far East.  In
addition,  TDC  disseminates  news  and third party data base information from
more  than  100  sources  worldwide.

     The Company maintains more than a dozen offices worldwide, with executive
offices located at 56 Pine Street, New York, New York 10005 and at 95 Rockwell
Place,  Brooklyn,  New  York  11217.   Its telephone number is 212-943-4555 or
718-522-7373.

The  Company's  services  consist  of  the  following:

-          MarkeTrack-MX  and MarkeTrack-NT are real-time quote processing and
analytical systems that provide domestic and international market information,
dynamically  updating  quotelines,  options  and  futures  displays, real-time
spreadsheets,  tick-by-tick  updating  graphics, news services and third party
databases,  user-defined  screen  layouts,  access  to  back  office order and
execution  services,  and  over  20  years  of  graphical  price  history.

-          OpTrack and TOG services provide real-time screening and analytical
services  relative  to equity and index options, and to futures and non-equity
options,  targeted  to  traders  and  strategist  in  the options, futures and
derivatives  markets.

-      Dial/Data provides electronic access to daily and historical price data
on  worldwide  exchanges,  primarily  to  individual investors who do not need
real-time  information.

-         Track OnLine is a quotation system which provides current or delayed
price  quotations,  access  to  third party data base services, scrolling news
headlines,  dynamically  updated  prices,  the  ability  to  manipulate screen
displays,  and  current  best  bids  and offers by Nasdaq market makers. Track
OnLine  provides  real-time  access to those who use such information in their
daily  work.

-        InfoVest is an on-line data base combined with software which enables
securities  analysts  to  develop  complex, individually tailored analyses and
reports  on  publicly  traded  companies.

-          The  Company's  AIQ  Systems Division develops and markets PC based
financial  investment  software  for  individual  and  professional  users.


MARKETRACK-MX  AND  MARKETRACK-NT

     TDC's  MarkeTrack-MX  and MarkeTrack-NT offer significant real-time quote
processing and analytical features, and has become distinguished over time for
its  ability  to consistently deliver real-time, market sensitive information.
The  service  provides  domestic  and  international  market  information,
dynamically  updating  quotelines,  options  and  futures  displays, real-time
spreadsheets,  tick-by-tick  updating graphics, more than 30 news services and
third  party  databases,  user-defined  screen  layouts, access to back office
order  and  execution  services, and over 20 years of graphical price history.
MX  allows  users to calculate theoretical values of options and determine the
most beneficial investment strategy through calculating returns on alternative
investments, including options and futures.  In addition, MX users are able to
download  real-time  data  to both Microsoft Excel and Lotus 1-2-3 spreadsheet
applications  which allows the users to create individually tailored financial
applications  to  meet  specific  needs  without  additional  programming.

     MX  gives  investment  professionals  the  ability  to easily and rapidly
analyze,  on  a  single  service  terminal, large volumes of real-time prices,
third  party  databases, historical information, and news services, to support
split second trading decisions.  MX runs under DOS, Windows and UNIX operating
systems  on  a  wide  variety  of personal computer and workstation platforms.

     Pricing  and  Customers.  Customers are charged a monthly service fee for
MX,  and  in addition a monthly communications or location charge which varies
typically  with the location and size of the customer's installation.  Service
charges  vary  with  the  number and types of functions to which an individual
subscribes,  and  are  typically  between  $300  and  $600 per month per user.
Typically  subscribers  who  execute  a  subscriber  agreement  contract  that
specifies  both  term  and quantity of users may receive pricing discounts for
multi-year  contracts.   Such agreements allow subscribers to receive services
at a known cost, and ensure TDC of a recurring revenue stream into the future.

     TDC currently serves over 3,100 MX customers in trading and institutional
investment  management  positions.    Customers  include  floor traders, block
traders,  market  makers,  OTC  traders,  options  specialists,  head traders,
arbitrageurs,  and  hedge  fund  managers.


OPTRACK  AND  TOG

     TDC's OpTrack and TOG services provide real-time screening and analytical
services  relative  to equity and index options, and to futures and non-equity
options.   Both of these services are targeted to sophisticated professionals,
both traders and strategists, in the options, futures and derivatives markets.

     OpTrack identifies trading opportunities such as covered writes, spreads,
butterflies,  overvalued/undervalued  options, and many others, in a real-time
environment,  scanning  the  "universe"  of  options,  or  just  a  group  of
instruments  selected  by  the  user.   OpTrack is also used by retail options
specialists  in  advising  brokers on recommended strategies for their clients
based  upon  client  objectives,  such  as  maximizing  return  on investment.
OpTrack  is  used by thousands of traders, advisers and brokers in its various
modes  of  delivery.

     TOG  is used by non-equity options traders and derivatives specialists in
banks,  hedge  funds  and  trading  firms.    This  service  offers  extremely
sophisticated  types of analyses of non-equity and non-listed over-the-counter
options.    These  include interest rate caps, floors and swaps, also exotics,
knockouts,  lookbacks,  and  Asian  priced options.  Users have the ability to
create  artificial  strategies  or "synthetic" positions, and to analyze their
risk.


DIAL/DATA  SERVICE

     TDC's  Dial/Data  service provides historical and end of day pricing data
for  all  U.S.,  Canadian  and  European  exchange-traded equities and related
instruments,  futures,  equity  options, futures options, mutual funds, bonds,
government  issues,  money markets and indexes.  In addition, fundamental data
is  provided  for  equity  issues  such as splits, dividends, and earnings per
share.    News headlines and full text stories from some of TDC's news vendors
can also be delivered to Dial/Data customers.  Dial/Data is primarily marketed
through  independent  software  vendors  who  provide  analytical and charting
programs  for  analyzing  financial  information.  The Company's AIQ division,
Equis  International,  Omega  Research  and other independent software vendors
include Dial/Data access as an integral part of the software that they market.
The Company encourages these vendors of charting software, through the payment
of commissions, to make their software compatible with the Company's Dial/Data
market  information,  and  to advise customers by inserts and other means that
they  may select Dial/Data as their source of market information by contacting
Dial/Data  and  entering  into  a  month  to  month subscription agreement.  A
customer  that has subscribed to Dial/Data accesses the service directly using
the  vendor's  software program through modems on their PC's and is billed for
the  Dial/Data  service  directly  by  the  Company.   Access to the Company's
database  is  provided  by  using  telecommunications  networks.  The networks
currently  being used to provide local access are Compuserve Data Network, ADP
Autonet  or  SprintNet.    The Dial/Data service is also available through the
Internet.    Although  the  software  can  operate  on  real-time information,
customers  primarily apply their charting techniques to historical information
and  there  is substantially less emphasis on up-to-the-minute information for
this  service  than  there  is  for  other  services  provided by the Company.

     Pricing  and  Customers.    Customers who subscribe to Dial/Data have the
option  of  either  paying  a  flat monthly rate which ranges from $15 to $125
depending  on the type of data received, or being billed on a per quote basis.
Customers outside the continental U.S. are also billed a per-minute connection
charge.   Customers pay for their services primarily by permitting the Company
to  charge  their credit cards.  Customers may terminate Dial/Data services at
any  time.   At December 31, 1996, 1995 and 1994 there were 23,542, 19,771 and
14,431  customers  of  the  Dial/Data  service,  respectively.


TRACK  ONLINE  SERVICE

     The  Track  OnLine  service provides current or delayed price quotations,
access  to  third  party  data  base  services,  scrolling  news  headlines,
dynamically  updating  prices,  the ability to manipulate screen displays, and
current  best  bids and offers by Nasdaq market makers.  Customers receive the
service  by  telephone  connection with the Company through telecommunications
networks  such  as  Compuserve  Data Network or ADP Autonet.  The Track OnLine
service  is  also  available  through  the Internet.  Track OnLine is designed
primarily  for  high net worth individual investors and financial planners who
actively  buy  and  sell stocks, options or futures, but who are generally not
professional  traders.

     Pricing  and  Customers.    Customers  are charged at a flat monthly rate
which  depends on the services they select or on per minute usage at $0.29 per
minute with a minimum $15 charge per month.  Monthly charges range from $15 to
$400.   The Company has entered into agreements with national network carriers
that  provide  for  a  fixed  monthly payment by the Company for communication
services  without  regard  to  the duration of connections.  Customers pay for
their  services  primarily  by  permitting  the Company to charge their credit
cards.    The  customers  may  select  month  to  month, six month or one year
agreements.   Discounts are offered for six month and one year commitments. As
of  December  31,  1996 and 1995 the Company had approximately 1,400 and 1,200
monthly  rate  users,  respectively.


INFOVEST  SERVICE

     TDC's  InfoVest  service is an on-line equity information system designed
for  the  investment  professional.  InfoVest is a complete data access system
equipped  with  a  powerful  set  of data management, retrieval, screening and
manipulation  tools  for  interfacing  with  economic,  fundamental,  pricing,
earnings  and  other  databases.    In addition to access to the Company's own
proprietary  data  bases, the InfoVest service provides access using databases
from  companies such as S&P Compustat, Media General, Disclosure, Zacks, First
Call,  IBES  and others.  InfoVest customers, primarily financial institutions
and  corporations,  require  database  services  which  are  integrated  with
proprietary  software  to  allow  complex,  individually tailored analyses and
reports  on  publicly  traded  companies.    In  many instances, customers may
request  customization  of  software  to  permit  personalized  analysis.  The
Company  provides such services on an on-line basis.  Certain of the Company's
competitors  also  provide  these services on an on-line basis, whereas others
provide  such  services  on  CD-ROM  discs.

     The  InfoVest  service  has  traditionally been directed to investors who
apply  fundamental analysis.  The InfoVest service enables the user to search,
retrieve  and  manipulate information on companies, industries and portfolios.
The  user  can  easily integrate numeric, textual and graphic information, and
information  from  multiple  on-line  sources  (e.g.  financial,  pricing  and
dividend data).  The service includes analytical tools which allow the user to
study numerous aspects of current and historical trends in the equity markets.
For  example,  the  service  permits the customer to find the 100 largest NYSE
companies  with a price earnings multiple less than 10, a book value less than
$3, a return on equity greater than 15, and other qualifications.  The results
of  this  search  can  be  used  to  create  custom  reports  ranked  by size,
profitability,  or  other  factors.

     Pricing  and  Customers.    InfoVest is sold on a fixed price basis for a
subscription  term  of  one  year.    All  software  (including  upgrades),
documentation  and  training  are  included in the subscription price.  Annual
fees  range  from  $12,000  to $30,000, depending on the options selected.  At
December  31,  1996 and 1995 the Company had approximately 40 and 50 customers
of  the  InfoVest  service,  respectively.


AIQ  SYSTEMS  DIVISION

     TDC's AIQ Systems division is an industry leader in developing artificial
intelligence  (AI)  based  stock  market  analysis  and  charting software for
personal  computers.    By simulating the reasoning of top market technicians,
AIQ's  "Expert  Systems" delivers trading signals and valuable market insight,
as  well  as  state-of-the-art  technical charting and screening capabilities.
AIQ's  customer  base  consists  of  thousands  of individual and professional
investors,  world-wide,  who  rely  on  AIQ's  accurate  and  unique  timing
information  for  their  daily  trading  decisions.

     AIQ  currently publishes three primary expert systems for market trading.
AIQ  MarketExpert  is an introductory level charting and analysis package that
can  be  downloaded  free  of  charge  from  AIQ's  award  winning  web  site,
WWW.AIQ.COM.  MarketExpert includes a data downloader and a free month of data
from  TDC's  Dial/Data  service.    AIQ  StockExpert  is an intermediate level
analysis system that includes AIQ's well known market timing model, as well as
hundreds of powerful stock timing tools.  StockExpert retails for $498.  AIQ's
most popular product is AIQ TradingExpert for Windows.  This advanced analysis
package  includes  market  timing,  stock  timing, and industry group analysis
capabilities.   TradingExpert retails for $695.  AIQ also develops a full line
of  add-on  modules  for  fundamental  analysis,  news  retrieval,  and  data
correlation.

     In  addition, AIQ offers educational services including: the Opening Bell
Monthly  educational newsletter, bi-annual educational seminars and workshops,
and  a  full  line  of  educational  video  tapes.


MARKETING

     MarkeTrack-MX,  MarkeTrack-NT,  OpTrack and TOG compete in several highly
competitive  segments  of  the  on-line  real-time  financial  information
marketplace:  equity,  options  and  futures  trading;  and  the  investment
management  segments  of the professional investment community.  The equities,
options  and  futures  trading  segment  of  this  market  is  comprised  of
approximately  30,000  professionals  who  spend an estimated $150 million per
year  on  financial  information,  and  the  investment  management segment is
comprised  of  approximately  60,000 professionals who spend an estimated $320
million  per year on financial information.  TDC's focus is on the premium end
of  these  trading  markets,  appealing  to  institutional  sales  people,
arbitrageurs,  market  makers  and  traders.  TDC  estimates  that the premium
segment  of  the trading market consists of approximately 16,000 terminals, of
which  its  share  is  approximately  18%.

     These  services  are  marketed primarily through a dedicated sales force,
including 10 full-time regional sales persons in the U.S. and an international
sales  staff  of 4 full-time sales persons.  All services and new business are
sold  directly,  often  as  a  result  of  on-site  presentations  and service
demonstrations  by  TDC's  sales  force.

     In  addition  to  its  dedicated sales force, TDC maintains relationships
with  a  number  of  brokerage firms which actively sell TDC's services to the
money  management  side  of the industry for "soft dollars."  In a soft dollar
arrangement  the  brokerage  firm pays TDC for services delivered to the money
managers.    These  brokerage  firms  are  typically  also  customers  of TDC.

     TDC  has  ongoing advertising, direct mail, and public relations programs
to  promote  product  recognition  and  educate potential new customers in its
targeted markets.  In addition, TDC appears at major industry trade shows each
year.

     All  newly  released  service  offerings  and  features  are announced to
existing  users  via  an inherent TDC system broadcast capability, and through
corporate  newsletters.    In  addition,  TDC  plans to maintain a competitive
pricing  strategy  for  its  services.

     The  major marketing effort for the Dial/Data service is directed towards
the  software vendors who offer analytic programs for the individual investor,
including  the  Company's  AIQ  Systems  division.    By  agreeing  to provide
commissions  to these vendors, the Company seeks to encourage these vendors to
make their programs compatible with the Company's data bases, and to encourage
customers  to select the Company's data bases in preference to data bases made
available  by  others.  Such agreements typically are terminable upon 90 days'
notice  after one year and provide for payment by the Company to the vendor of
amounts based on the Company's monthly database charges to its customers.  The
Company  understands that its competitors enter into similar arrangements with
such  vendors.    The  Company  also  seeks  to gain the support of vendors by
continually  upgrading  the flexibility, scope and convenience of its service,
and  by  adopting  pricing  systems  which  are  attractive  to  the  vendors'
customers.

     The Track OnLine service is sold through four full-time salespersons, and
is  marketed  through  print  advertising  and  direct  mail.

     The  InfoVest  service  is  sold  through  in-house  sales  persons.  The
marketing  staff  emphasizes  on-site  presentations  and  demonstrations, and
demonstrates  the  service  at  major  industry  trade  shows  annually.

     AIQ  Systems  markets  its  software  products  through  direct mail, the
internet,  print  advertising  and  seminars.


LIMITED  PROPRIETARY  INFORMATION

     The  financial information which is made available by the Company for its
MX,  Track  OnLine  and  Dial/Data  services can be purchased from third party
sources  and  is  not  proprietary.

     The  Company  considers its InfoVest analytic software to be proprietary.
The  Company  also  maintains  proprietary  economic  and historical financial
databases.    The  InfoVest business has developed and owns systems to provide
and  transmit  information  to its customers, and to maintain customer billing
and  other  administrative  records.    The  Company  protects its proprietary
information  with  standard  secrecy  agreements.

     Dial/Data  and  Track  OnLine  are  registered service marks owned by the
Company.

     AIQ  has  registered  trademarks  of  StockExpert,  MarketExpert,  and
TradingExpert  as  well  as  Opening  Bell  for  its  newsletter.


COMPETITION

     The  Company  competes  with  many  other  providers  of  electronically
transmitted financial information.  The Company competes in its varied service
offerings  to  varying  extents  through  price  and  quality  of  service.

     The Company offers its MarkeTrack-MX, MarkeTrack-NT, OpTrack and TOG in a
highly  competitive  market  in  which  it competes with other distributors of
financial  and  business  information,  all of whom have substantially greater
financial  resources.    TDC competes, among other things, on the basis of the
quality  and  reliability  of  its  data,  the  speed  of delivery, and on the
flexibility  of  its  services.  In  the  equity,  options and futures trading
segments,  and  the  investment  management segment, TDC's competitors include
Bloomberg  Financial,  Shark Information, owned by ADP, and Bridge Data.  To a
lesser  degree,  these TDC services compete with ADP Financial, ILX, a Thomson
Financial  Services  company, and Quotron, a Reuters company, who dominate the
retail  brokerage  market segment. There can be no assurance that TDC will not
encounter increased competition in the future, which could limit the Company's
ability  to maintain or increase its market share or maintain its margins, and
which  could  have  a  material  adverse  effect  on TDC's business, financial
condition  or  operating  results.

     Competitors  to the Dial/Data service include Interactive Data Corp., The
Dow Jones Retrieval Service, Compuserve, Telescan, and Commodity Systems, Inc.
The  Company  competes  in  this  market based on price and on the quality and
reliability  of  its  data,  the extent and breadth of historical information,
ease  of access and price, and the negotiation of agreements with vendors that
provide  commission  arrangements they find attractive.  Some of the Company's
competitors  provide  both  software  and data services.  The Company competes
with  such  full service providers by attempting to enter into agreements with
vendors  of  superior  software.

     The  Track  OnLine  service  competes  with  several  relatively  well
established  companies  including,  Data  Broadcasting  Corporation  and
Bonneville/Market/Ensign  5.    Competition  is  based  on  price  and  on the
interactivity  and  other features that are offered to customers.  The Company
believes  that  its  prices  are  competitive,  and that other features of its
service  compare  favorably  with  competitive  offerings.

     Competitors  to  the  InfoVest  service  include OneSource Inc., PC Plus,
DAIS,  IDD  Tradeline,  Compuserve  Institutional  and FactSet.  The market is
dominated  by  FactSet.    The  Company  competes  in this market based on the
flexibility  and  reliability  of  its  services.

     Competitors  of  AIQ  include  Equis  International  (MetaStock),  Omega
Research  (SuperCharts),  Windows on Wall Street, and many others.  Generally,
these  competitors'  products  can be classified as "charting" packages.  They
concentrate  their  resources on general charting (graphical) and stock market
back-testing  capabilities,  rather  than  the  pre-programmed market analysis
offered  by  the  AIQ  products.  Due to this approach, which tends to be less
support  intensive,  they  compete  at a lower price range of between $250 and
$450  per  unit,  as  compared  to  AIQ  Systems  which sells its most popular
software  product,  "Trading  Expert,"  for  $695.


RESEARCH  AND  DEVELOPMENT

     The  Company  has  not  made  significant  expenditures  for research and
development,  although  expenditures  were  incurred to continue to update the
service  offerings  for  each  of  the  Company's  services  based on customer
requests  and  the  Company's  knowledge  of  the marketplace and competition.


EMPLOYEES

     The Company employed approximately 250 persons on a full time basis as of
December  31,  1996.    The  Company  believes  that its relationship with its
employees  is  satisfactory.


ITEM  2.    PROPERTIES

     The  Company's  corporate headquarters are located at 56 Pine Street, New
York,  New  York.    The  Company  maintains  office space and data centers at
locations  in  New York, NY, Brooklyn, NY and Chicago, IL that are leased from
family  partnerships  controlled  by  Barry  Hertz, the Company's Chairman and
Chief  Executive Officer.  The aggregate annual rental of approximately 75,000
square  feet  is  approximately  $1,065,000.    The  Chicago lease, comprising
$180,000 of such annual rent expires in 2004, while the other leases expire in
1997.    The  Company  believes that the terms of these leases are at least as
favorable  to  it  as  terms  which  it  would  have  obtained in a comparable
transaction  with  unaffiliated  persons.

     The  Company  also  maintains  sales  offices  leased  from  unaffiliated
entities  in  Los Angeles, CA, San Francisco, CA, Boston, MA, Incline Village,
NV,  Philadelphia,  PA,  Dallas, TX, Minneapolis, MN and Toronto and Montreal,
Canada  with  aggregate  annual  rentals of $242,000 expiring at various dates
through  2002.    The  Company also maintains a full service office in London,
England  under  leases  for  annual  rentals  of  $133,000  expiring  in 1999.


ITEM  3.    LEGAL  PROCEEDINGS

     There  is  no material litigation pending to which the Company is a party
or  of  which  any  of  its  property  is  the  subject.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     The  following  matters  were  voted  on  at  the November 7, 1996 Annual
Meeting  of  Stockholders.    The  total  shares  voted  were  13,898,583.
<TABLE>

<CAPTION>



<S>                      <C>         <C>      <C>      <C>       <C>

                                                                 BROKER
                         FOR         AGAINST  ABSTAIN  WITHHELD  NONVOTES
                         ----------  -------  -------  --------  ---------

ELECTION OF DIRECTORS:
E. Bruce Fredrikson      13,849,733                      48,850
Barry Hertz              13,848,733                      49,850
Martin Kaye              13,849,733                      48,850
Morton Mackof            13,849,733                      48,850
Alan Schnelwar           13,849,733                      48,850
Todd Solomon             13,849,733                      48,850
Jack Spiegelman          13,849,733                      48,850
Stanley Stern            13,849,733                      48,850

1996 STOCK OPTION PLAN   12,694,818  134,331   23,640            1,045,794

APPOINTMENT OF AUDITORS  13,861,083   22,500   15,000
</TABLE>





<PAGE>
                                    PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's  Common  Stock  and  Redeemable Warrants are quoted on the
Nasdaq  National  Market  System  under  the  symbols  "TRAC"  and  "TRACW,"
respectively.    On February 28, 1997, there were 72 stockholders of record of
the  Company's  Common  Stock,  and  13  holders  of  record of the Redeemable
Warrants  based  on  information  provided  by  the  Company's transfer agent.
Virtually  all of the Company's publicly held shares are held in "street name"
and the Company believes the actual number of beneficial holders of its Common
Stock  to  be  approximately  1,400.

     The  following  tables  set  forth  the high and low sales prices for the
Company's  Common  Stock  and  Redeemable Warrants, as reported on Nasdaq NMS.


             COMMON  STOCK   REDEEMABLE WARRANTS
               SALE  PRICE   SALE  PRICE
               -----------   -----------
<TABLE>
<CAPTION>
<S>             <C>    <C>    <C>    <C>


                HIGH   LOW    HIGH   LOW
                -----  -----  -----  -----
1995
--------------                            
First Quarter   6-1/8      3      1    3/8
Second Quarter  5-3/8  2-7/8  1-1/2   5/16
Third Quarter   6-1/4  4-5/8  1-5/8  1-1/4
Fourth Quarter  6-1/2  4-1/4  1-3/4    7/8

1996
--------------                            
First Quarter   5-3/8  3-1/2  1-1/4    5/8
Second Quarter      5  2-1/2    7/8    1/8
Third Quarter   3-1/8  1-1/4   5/16    1/8
Fourth Quarter  1-3/4      1   5/32   1/32
</TABLE>




Dividends

     The  Company  has  never  paid dividends on its Common Stock and does not
anticipate  that  it will do so in the foreseeable future.  The future payment
of  dividends,  if  any,  on  the Common Stock is within the discretion of the
Board  of  Directors  and  will  depend on the Company's earnings, its capital
requirements and financial condition and other relevant factors.  Prior to the
Merger,  Track  paid  dividends  to  its  sole  stockholder.


<PAGE>
ITEM  6.    SELECTED  FINANCIAL  DATA

                                                                (In thousands)
<TABLE>

<CAPTION>



<S>                                             <C>       <C>       <C>       <C>       <C>

YEAR ENDED DECEMBER 31,                            1996      1995      1994      1993      1992
                                                --------  --------  --------  --------  -------

SERVICE FEES AND REVENUE                        $47,138   $44,524   $40,594   $33,896   $29,218
                                                --------  --------  --------  --------  -------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                      25,898    25,139    21,578    17,995    14,978
     Selling and administrative expenses         19,633    22,725    18,510    15,246    13,328
     Deferred compensation expense                  295     2,946       900         -         -
     Interest expense (net of interest income)      828       823       569       573       822
                                                --------  --------  --------  --------  -------

                    Total                        46,654    51,633    41,557    33,814    29,128
                                                --------  --------  --------  --------  -------

INCOME (LOSS) FROM OPERATIONS                       484    (7,109)     (963)       82        90

OTHER INCOME (EXPENSE)                              289       468        93       (40)      307
                                                --------  --------  --------  --------  -------

INCOME (LOSS) BEFORE INCOME TAXES AND
     EQUITY IN NET (LOSS) INCOME OF AFFILIATE       773    (6,641)     (870)       42       397

INCOME TAXES (BENEFIT)                              526      (708)      (62)      105        73
                                                --------  --------  --------  --------  -------

INCOME (LOSS) BEFORE EQUITY IN NET
     (LOSS) INCOME OF AFFILIATE                     247    (5,933)     (808)      (63)      324

EQUITY IN NET (LOSS) INCOME OF AFFILIATE           (184)      422        89       218       404
                                                --------  --------  --------  --------  -------

NET INCOME (LOSS)                               $    63   $(5,511)  $  (719)  $   155   $   728

NET INCOME (LOSS) PER SHARE                     $     -   $  (.40)  $  (.06)  $   .01   $   .06

WEIGHTED AVERAGE SHARES OUTSTANDING              14,622    13,911    12,849    12,240    12,240



DECEMBER 31,                                       1996      1995      1994      1993      1992
                                                --------  --------  --------  --------  -------


TOTAL ASSETS                                    $21,305   $26,250   $25,617   $16,601   $14,820
TOTAL LIABILITIES                                13,649    20,343    14,893    11,234    11,598
STOCKHOLDERS' EQUITY                              7,656     5,907    10,724     5,367     3,222
</TABLE>




<PAGE>
ITEM  7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS

General

     The  Company  provides  real-time  financial  market  data,  fundamental
research,  charting  and  analytical  services  to  both  institutional  and
individual investors. The Company also redistributes news and third party data
base  information  from  more  than 100 sources worldwide.  The Company's lead
products  include MarkeTrack MX and MarkeTrack NT, Dial/Data, Track OnLine and
InfoVest.    Its  AIQ  Systems  division  provides  expert  systems  software,
including  artificial  intelligence  products  for  market  timing  and  stock
selection.

YEARS  ENDED  DECEMBER  31,  1996  AND  1995

     For  the  year  ended  December  31,  1996,  the  Company's revenues were
$47,138,539, an increase of 6% over revenues for the similar period in 1995 of
$44,523,762.    The  increase  in  revenues  is  primarily  attributable to an
increase in the subscriber base for the Company's Dial/Data service (23,542 in
1996  compared  to  19,771  in  1995).

     Direct  operating  costs  were  $25,898,461  for  the year ended December
31,1996  and  $25,138,844  for  the similar period in 1995, an increase of 3%.
Direct  operating costs as a percentage of revenues was 55% in 1996 and 56% in
1995.  Direct operating costs include direct payroll, direct telecommunication
costs,  computer  supplies,  depreciation  and equipment lease expense and the
amortization  of  software  development  costs.

     Selling  and  administrative expenses were $19,632,953 and $22,724,632 in
the  years  1996  and  1995,  respectively,  a  decrease  of  14%. Selling and
administrative expenses as a percentage of revenues was 42% in 1996 and 51% in
1995.    The  dollar  and  percentage decrease primarily reflects a charitable
contribution  expense  of  approximately  $800,000  in  1995,  a  reduction of
approximately  $1,200,000 in salary expense for the Company's Chairman in 1996
as  compared  to 1995, reduced salaries and bonuses of $400,000, the write off
of  approximately $200,000 in Track Data (Japan) that closed operations during
1995  and operating expenses for the Japan offices and payroll in 1995 with no
such  expenses  in  1996.

     The  Company  incurred  deferred compensation expense of $294,893 in 1996
and  $2,946,128  in  1995.  This change relates to the Company's phantom stock
plan  which  was  discontinued  as  of March 31, 1996.  The underlying 835,905
shares of the Company's common stock and 74,281 shares of Innodata Corporation
common stock to which certain employees were vested were placed in a trust for
the  benefit  of  the participants.  Accordingly, future changes in the market
price  of  the  respective stocks will not be reflected as changes in deferred
compensation  expense.

     Other  income  was  $288,419  for  the  year  ended December 31, 1996 and
$468,145  for  the  year  ended December 31, 1995. The income in 1995 and 1996
resulted  principally  from gains from Innodata Corporation common stock given
as  charitable  contributions in 1995, and gains from Innodata shares given to
the  Company's  Phantom  Stock  Plan  Trust  in 1996.  The gain represents the
difference  between the carrying value of such securities and the market price
at  date  of  disposition.

     The  income tax expense in the 1996 period of $525,969 is due principally
to  an  increase  in the Company's deferred tax valuation allowance.  In 1995,
the  income  tax benefit was lower than the federal statutory rate as the loss
incurred  by  Track  as  an  S  corporation provided no corporate tax benefit.

     As  a  result  of  the  above mentioned factors, the Company realized net
income  of  $62,463  in  1996  compared to a loss of $5,511,278 in 1995, which
included equity in the net loss of an affiliate of $184,355 in 1996 and equity
in  net  income  of  that  affiliate  of  $421,627  in  1995.

YEARS  ENDED  DECEMBER  31,  1995  AND  1994

     For  the  year  ended  December  31,  1995,  the  Company's revenues were
$44,523,762,  an  increase of 10% over revenues for the similar period in 1994
of  $40,594,191.    The  increase  in  revenue  is primarily attributable to a
significant  increase  in Dial/Data's subscriber base (19,771 in 1995 compared
to  14,431 in 1994).  The increase in the subscriber base reflects the general
growth  in the financial information market.  Further, revenues contributed by
the acquisition of the AIQ division and All-Quotes customers was approximately
$1,700,000.

     Direct  operating  costs were $25,138,844 for the year ended December 31,
1995  and  $21,578,501  for  the similar period in 1994, an increase of 16% in
1995  from  1994,  due  principally  to the increased subscriber base.  Direct
operating  costs  as a percentage of revenues was 56% in 1995 and 53% in 1994.
The  increase  as  a  percentage  of  revenues  is  primarily  attributable to
increased  programming  salaries.

     Selling  and administrative expenses were $22,724,632 and $18,509,639 for
the  years ended December 31, 1995 and 1994, respectively, an increase of 23%.
Selling  and  administrative expenses as a percentage of revenues were 51% and
46%  in  1995  and 1994, respectively.  The dollar increase primarily reflects
the  additional  expenses  required  to support the expansion of the Company's
customer  base,  including additional personnel and the expansion of the sales
and  marketing  efforts.

     The  Company  incurred  deferred  compensation  expense of $2,946,128 and
$900,522  in  1995 and 1994, respectively.  These changes relate to the change
in  the  value of the shares included in the Company's Phantom Stock Plan that
was  discontinued  in  1996.

     Interest  expense,  net  of interest income, was $823,134 and $568,748 in
the  years  ended  December  31,  1995  and 1994, respectively, resulting from
increased  borrowings  in  1995.

     Other  income  was  $468,145  for  the  year  ended December 31, 1995 and
$93,237  for the year ended December 31, 1994.  The increase in income in 1995
resulted  principally from gains in Innodata Corporation common stock given as
charitable  contributions.

     The Company incurred a net loss of $5,511,278 for the year ended December
31, 1995, and a net loss of $718,849 in 1994, which included equity in the net
income  of  an  affiliate  of  $421,627  in  1995  and  $89,244  in  1994.


LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  years  ended  December  31,  1996 and 1995, cash provided by
operating  activities  was  $4,621,818  and  $2,563,638,  respectively.    The
increase  was  due  principally  to profitable operations in 1996.  Cash flows
used in investing activities was $1,735,251 and $4,118,555 for the years ended
December 31, 1996 and 1995, respectively.  Purchases of fixed assets decreased
by  approximately  $900,000  in  1996  compared to 1995.  The 1995 amount also
includes  the  acquisition of the All-Quotes business.  Cash used in financing
activities was $4,788,756 and $1,546,981 for the years ended December 31, 1996
and  1995, respectively.  The increase in 1996 is primarily due to a repayment
of  bank  loans.

     The Company has a line of credit with a bank.  The line is collateralized
by  the  assets of the Company and is guaranteed by its principal stockholder.
Interest is charged at 1.75% above the bank's prime rate and is due on demand.
The  Company  may  borrow  up  to  80%  of eligible accounts receivable and is
required  to  maintain a compensating balance of 10% of the outstanding loans.
The  Company did not meet this requirement from time to time during 1996.  The
line  of  credit is sufficient for the Company's cash requirements.  There are
no  major  capital  expenditures  anticipated beyond the normal replacement of
equipment  and  additional  equipment  to  meet  increased  customer  demand.

     Prior  to  the Merger, Track paid a dividend to its sole stockholder, Mr.
Hertz,  of approximately $2,100,000, equivalent to the previously taxed income
to  Mr.  Hertz  as  the sole stockholder of Track, a subchapter S corporation.
The  dividend  was  paid  by  assigning  to  Mr. Hertz receivables from him or
entities  controlled  by  him.    Further,  Mr.  Hertz  has  agreed  to reduce
compensation  paid to him by the Company from approximately $1,500,000 in 1995
to  $350,000  for  each  of  1996  and  1997.

INFLATION  AND  SEASONALITY

          To date, inflation has not had a significant impact on the Company's
operations.   The Company's services are generally terminable by its customers
at-will.    The  Company's  revenues  are  not  affected  by  seasonality.

<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS

                         INDEX TO FINANCIAL STATEMENTS
<TABLE>

<CAPTION>



<S>                                                                        <C>

                                                                           PAGE
                                                                           ----------------

TRACK DATA CORPORATION AND SUBSIDIARIES

Independent Auditors' Reports                                              II-7, II-8, II-9

Consolidated Balance Sheets as of December 31, 1996 and 1995               II-10

Consolidated Statements of Operations for the three years ended            II-11
December 31, 1996, 1995 and 1994

Consolidated Statements of Stockholders' Equity for the three years ended  II-12
December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows for the three years ended            II-13
December 31, 1996, 1995 and 1994

Notes to Consolidated Financial Statements                                 II-14-24


INNODATA CORPORATION AND SUBSIDIARIES - SIGNIFICANT SUBSIDIARY

Independent Auditors' Report                                               II-25

Consolidated Balance Sheets as of December 31, 1996 and 1995               II-26

Consolidated Statements of Operations for the three years ended            II-27
December 31, 1996

Consolidated Statements of Stockholders' Equity for the three years ended  II-28
December 31, 1996

Consolidated Statements of Cash Flows for the three years ended            II-29
December 31, 1996

Notes to Consolidated Financial Statements                                 II-30-39
</TABLE>





<PAGE>
                         INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
     Track  Data  Corporation


We  have  audited  the  accompanying consolidated balance sheets of Track Data
Corporation and subsidiaries (the "Company") as of December 31, 1996 and 1995,
and  the  related  consolidated statements of operations, stockholders' equity
and  cash  flows for the years then ended.  These financial statements are the
responsibility  of the Company's management.  Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly, in all material respects, the consolidated financial position
of  Track  Data Corporation and subsidiaries as of December 31, 1996 and 1995,
and  the consolidated results of their operations and their cash flows for the
years  then ended in conformity with generally accepted accounting principles.

We  previously  audited  and  reported  on  the balance sheet of Global Market
Information,  Inc.  as  of  December  31,  1994  and  the related consolidated
statements  of earnings, stockholders' equity and cash flows for the year then
ended,  prior  to their restatement for the 1996 merger described in Note A of
the  consolidated  financial  statements.    The contribution of Global Market
Information,  Inc. to 1994 revenues represented 21.9 percent of the respective
restated  total.    Separate  financial statements of the other merged company
included  in  the  1994  restated  consolidated  statements  of  earnings,
stockholders'  equity  and  cash  flows  were  audited  by another independent
auditor  whose  report  was  dated  March  27,  1995.

We  also  have  audited  the  combination  of  the  accompanying  consolidated
statements of earnings, stockholders' equity and cash flows for the year ended
December 31, 1994, after restatement for the 1996 merger; in our opinion, such
consolidated  statements have been properly combined on the basis described in
Note  A  of  the  notes  to  the  consolidated  financial  statements.



Grant  Thornton  LLP
Melville,  New  York
February  28,  1997

<PAGE>
                         INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholder
     Track  Data  Corporation


We  have  audited the consolidated balance sheet of Track Data Corporation and
subsidiaries  as of December 31, 1994, and the related consolidated statements
of  operations,  stockholder's  equity and cash flows for the year then ended,
prior  to  their  restatement  for  the  merger  described  in  Note  A of the
consolidated  financial  statements.    These  financial  statements  are  the
responsibility  of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.  We did not audit
the  financial  statements  of  Track  Data  (Japan)  Limited,  a  79%  owned
subsidiary,  or Global Market Information, Inc., a 45% owned subsidiary, which
statements  reflect total assets and revenues constituting 38.5 percent and 14
percent,  respectively,  of the related consolidated totals.  Those statements
were audited by other auditors whose reports have been furnished to us and our
opinion,  insofar as it relates to the amounts included for Track Data (Japan)
Limited and Global Market Information, Inc. is based solely on the  reports of
the  other  auditors.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audit and the report of the other
auditors  provides  a  reasonable  basis  for  our  opinion.

In our opinion, based on our report and the reports of the other auditors, the
financial  statements  referred  to  above  present  fairly,  in  all material
respects,  the  consolidated  financial position of Track Data Corporation and
subsidiaries  as  of  December 31, 1994, and the consolidated results of their
operations  and  their  consolidated  cash  flows  for  the year then ended in
conformity  with  generally  accepted  accounting  principles,  prior to their
restatement  for  the merger described in Note A of the consolidated financial
statements.


Richard  A.  Eisner  &  Company  LLP
New  York,  New  York
March  27,  1995



<PAGE>
                         INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
     Track  Data  (Japan),  Ltd.


We  have  audited  the  accompanying balance sheet of Track Data (Japan), Ltd.
(the  "Company")  as  of  December  31,  1994,  and  the related statements of
operations  and  accumulated  deficit  and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our  responsibility  is  to  express  an opinion on these financial statements
based  on  our  audit.

We  conducted  our  audit  in  accordance  with  auditing  standards generally
accepted  in  the  United  States of America.  Those standards require that we
plan  and  perform  the audit to obtain reasonable assurance about whether the
financial  statements  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.    An audit also includes assessing the accounting
principles  used  and  significant  estimates  made  by management, as well as
evaluating  the overall financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the  financial  statements  present fairly, in all material
respects,  the financial position of the Company at December 31, 1994, and the
results  of  its  operations  and  its  cash  flows for the year then ended in
conformity  with accounting principles generally accepted in the United States
of  America.






Deloitte  Touche  Tohmatsu
Tokyo,  Japan
February  17,  1995



<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1996 AND 1995
<TABLE>

<CAPTION>



<S>                                                                               <C>           <C>

                                                                                         1996          1995 
                                                                                  ------------  ------------

ASSETS

CASH AND EQUIVALENTS                                                              $    63,482   $ 2,004,827 

ACCOUNTS RECEIVABLE - (net of allowance for doubtful accounts of
     $148,000 in 1996 and 1995)  (Note A)                                           1,596,628     2,122,605 

FIXED ASSETS - at cost (net of accumulated depreciation) (Notes A, B and I)         9,561,083     9,092,324 

SOFTWARE - at cost (net of  accumulated amortization of $5,319,478 in 1996
     and $5,209,839 in 1995)  (Note A)                                                296,543       393,208 

DATABASE COSTS - at cost (net of accumulated amortization of $808,342 in
     1996 and $646,634 in 1995)  (Note A)                                             808,880       970,450 

INVESTMENT IN AFFILIATE  (Notes A, C and J)                                         2,577,662     2,705,155 

MARKETABLE EQUITY SECURITIES                                                                -       324,979 

DUE FROM RELATED PARTIES  (Note D)                                                    878,084     2,609,078 

 EXCESS OF COST OVER NET ASSETS ACQUIRED (Notes A and F)                            3,581,029     3,892,951 

NET DEFERRED INCOME TAX ASSETS  (Notes A and H)                                       511,450     1,037,419 

OTHER ASSETS                                                                        1,430,514     1,097,368 
                                                                                  ------------  ------------

TOTAL                                                                             $21,305,355   $26,250,364 
                                                                                  ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                        $ 4,258,944   $ 4,574,138 
     Note payable - bank  (Note E)                                                  2,787,082     4,444,451 
     Acquisition notes payable  (Note F)                                              208,333       458,333 
     Notes payable - other  (Note G)                                                1,486,950     1,545,222 
     Capital lease obligations  (Note I)                                            4,185,017     4,528,312 
     Deferred compensation payable  (Note J)                                                -     3,877,571 
     Unearned revenues  (Note A)                                                      213,662       321,574 
     Other liabilities  (Notes M and N)                                               509,216       593,549 
                                                                                  ------------  ------------

                    Total liabilities                                              13,649,204    20,343,150 
                                                                                  ------------  ------------

COMMITMENTS AND CONTINGENCIES  (Notes I and M)

STOCKHOLDERS' EQUITY (Notes A, D, J, K and L)
     Common stock - $.01 par value; 30,000,000 shares authorized; issued and
          outstanding - 14,782,552 shares in 1996 and 13,976,967 shares in 1995       147,826       139,770 
     Additional paid-in capital                                                    13,915,989     9,958,640 
     Unrealized gain on available-for-sale securities                                       -       174,801 
     Foreign currency translation adjustment                                           44,085        59,517 
     Deficit                                                                       (6,451,749)   (4,425,514)
                                                                                  ------------  ------------

                    Total stockholders' equity                                      7,656,151     5,907,214 
                                                                                  ------------  ------------

TOTAL                                                                             $21,305,355   $26,250,364 
                                                                                  ============  ============

<FN>
See  notes  to  consolidated  financial  statements
</TABLE>



<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>

<CAPTION>



<S>                                                                   <C>           <C>           <C>

                                                                             1996          1995          1994 
                                                                      ------------  ------------  ------------

SERVICE FEES AND REVENUE  (Note A)                                    $47,138,539   $44,523,762   $40,594,191 
                                                                      ------------  ------------  ------------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                                            25,898,461    25,138,844    21,578,501 
     Selling and administrative expenses                               19,632,953    22,724,632    18,509,639 
     Deferred compensation expense  (Note J)                              294,893     2,946,128       900,522 
     Interest expense (net of interest income of $148,788, $252,224
          and $139,814 in 1996, 1995 and 1994,  respectively)             827,864       823,134       568,748 
                                                                      ------------  ------------  ------------

                      Total                                            46,654,171    51,632,738    41,557,410 
                                                                      ------------  ------------  ------------

INCOME (LOSS) FROM OPERATIONS                                             484,368    (7,108,976)     (963,219)
                                                                      ------------  ------------  ------------

OTHER INCOME:
     Gain on securities                                                   288,419       452,518        20,638 
     Other                                                                      -        15,627        72,599 
                                                                      ------------  ------------              

                                                                          288,419       468,145        93,237 
                                                                      ------------  ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY
     IN NET (LOSS) INCOME OF AFFILIATE                                    772,787    (6,640,831)     (869,982)

INCOME TAXES (BENEFIT) (Notes A and H)                                    525,969      (707,926)      (61,889)
                                                                      ------------  ------------  ------------

INCOME (LOSS) BEFORE EQUITY IN NET (LOSS)
     INCOME OF AFFILIATE                                                  246,818    (5,932,905)     (808,093)

EQUITY IN NET (LOSS) INCOME OF AFFILIATE (Notes A and C)                 (184,355)      421,627        89,244 
                                                                      ------------  ------------  ------------

NET INCOME (LOSS)                                                     $    62,463   $(5,511,278)  $  (718,849)
                                                                      ============  ============  ============

NET INCOME (LOSS) PER SHARE (Note A)                                  $         -   $      (.40)  $      (.06)
                                                                      ============  ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                          14,622,000    13,911,000    12,849,000 
                                                                      ============  ============  ============

<FN>
See  notes  to  consolidated  financial  statements
</TABLE>




<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>

<CAPTION>



<S>                                                    <C>        <C>           <C>           <C>            <C>

                                                                                UNREALIZED
                                                                                GAIN ON       FOREIGN
                                                                  ADDITIONAL    AVAILABLE-    CURRENCY       RETAINED
                                                       COMMON     PAID-IN       FOR-SALE      TRANSLATION    EARNINGS
                                                       STOCK      CAPITAL       SECURITIES    ADJUSTMENT        (DEFICIT)
                                                       ---------  ------------  ------------  -------------  ------------

BALANCE, JANUARY 1, 1994                               $122,402   $ 2,849,241                 $     91,089   $ 2,304,613 

     Sale of common stock and redeemable
          warrants in public offering                    13,800     5,530,536 

     Issuance of common stock as partial
          acquisition cost for AIQ                        2,033       647,967 

     Issuance of common stock to Company
           pension plan                                     400       249,600 

     Foreign currency translation adjustment                                                        18,766 

     Unrealized gain on available-for-sale securities                           $   112,230 

     Dividend paid to Track sole stockholder                                                                    (500,000)

     Net loss                                                                                                   (718,849)
                                                       ---------  ------------  ------------  -------------  ------------

BALANCE, DECEMBER 31, 1994                              138,635     9,277,344       112,230        109,855     1,085,764 

     Issuance of common stock to Company
          pension plan                                      200       104,800 

     Contribution of common stock to charity              1,000       599,000 

     Purchase and retirement of treasury stock              (65)      (22,504)

     Foreign currency translation adjustment                                                       (50,338)

     Unrealized gain on available-for-sale securities                                62,571 

     Net loss                                                                                                 (5,511,278)
                                                       ---------  ------------  ------------  -------------  ------------

BALANCE, DECEMBER 31, 1995                              139,770     9,958,640       174,801         59,517    (4,425,514)

     Issuance of common stock to Trust in
         satisfaction of Track phantom stock
         plan obligation                                  8,359     3,836,703 

     Issuance of common stock in satisfaction
         of bonus obligation                                624       233,377 

     Purchase and retirement of treasury stock             (927)     (112,731)

     Foreign currency translation adjustment                                                       (15,432)

     Dividend paid to Track sole stockholder                                                                  (2,088,698)

     Realized gain on transfer of affiliate shares
         to Trust                                                                  (174,801)

     Net income                                                                                                   62,463 
                                                       ---------  ------------  ------------  -------------  ------------

BALANCE, DECEMBER 31, 1996                             $147,826   $13,915,989   $         -   $     44,085   $(6,451,749)
                                                       =========  ============  ============  =============  ============

<FN>
See  notes  to  consolidated  financial  statements
</TABLE>



<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>

<CAPTION>



<S>                                                                       <C>           <C>           <C>

                                                                                 1996          1995          1994 
                                                                          ------------  ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                    $    62,463   $(5,511,278)  $  (718,849)
     Adjustments to reconcile net income (loss) to net cash provided by
          operating activities:
          Depreciation and amortization                                     3,507,217     4,242,335     3,909,389 
          Minority interest in net (loss) income of subsidiary                  5,263         9,549          (519)
          Equity in net loss (income) of affiliate                            184,355      (421,627)      (89,244)
          Deferred compensation                                               294,893     2,946,128       900,522 
          Profit sharing and charitable contributions paid in stock                 -       889,983       292,030 
          Gain on contribution of stock of affiliate                                -       (95,851)       18,464 
          Gain on sale of marketable securities                              (335,340)     (283,804)            - 
          Gain in market value of securities                                   46,922       (50,432)      (83,665)
          Loss on investment in Track Data Japan                                    -       179,976             - 
          Write-down of amounts due from related parties                      200,000       400,000       591,903 
          Deferred taxes                                                      525,969      (731,919)     (135,500)
          Provision for doubtful accounts                                           -       450,000       (41,617)
          Changes in operating assets and liabilities:
                Accounts receivable                                           525,977      (374,532)     (681,715)
                Other assets                                                 (146,213)      385,737      (399,781)
                Accounts payable and accrued expenses                         (81,194)      664,212       870,611 
                Other liabilities                                            (168,494)     (134,839)      (44,792)
                                                                          ------------  ------------  ------------

                    Net cash provided by operating activities               4,621,818     2,563,638     4,387,237 
                                                                          ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                               ( 946,384)   (1,869,330)   (2,058,757)
     Repayment of related party loans                                         770,661     1,883,233       365,690 
     Loans to related parties                                              (1,426,497)   (2,598,321)   (1,567,216)
     Loans to others                                                          (25,450)       84,148      (100,000)
     Proceeds from sale of marketable securities                                    -       557,297             - 
     Purchase of marketable securities                                        (76,931)            -             - 
     Purchase of shares of affiliate                                          (30,650)            -             - 
     Acquisition costs                                                              -    (2,175,582)     (788,729)
                                                                          ------------  ------------  ------------

                    Net cash used in investing activities                  (1,735,251)   (4,118,555)   (4,149,012)
                                                                          ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments under capital lease obligations                              (2,756,554)   (2,348,426)     (927,723)
     Net (payments) proceeds from note payable to bank                     (1,657,369)      841,254       719,510 
     Net proceeds (payments) on notes payable - other                          38,757       103,174      (547,835)
     Net (payments) proceeds on loans from employee savings program           (49,932)      129,586        78,495 
     Dividend to Track sole stockholder                                             -             -      (500,000)
     Proceeds from issuance of common stock                                         -             -     5,544,336 
     Payments of acquisition notes                                           (250,000)     (250,000)            - 
     Purchase of treasury stock                                              (113,658)      (22,569)            - 
                                                                          ------------  ------------  ------------

                    Net cash (used in) provided by financing activities    (4,788,756)   (1,546,981)    4,366,783 
                                                                          ------------  ------------  ------------

EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH                                   (39,156)      (48,407)       18,766 
                                                                          ------------  ------------  ------------

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                            (1,941,345)   (3,150,305)    4,623,774 

CASH AND EQUIVALENTS, BEGINNING OF YEAR                                     2,004,827     5,155,132       531,358 
                                                                          ------------  ------------  ------------

CASH AND EQUIVALENTS, END OF YEAR                                         $    63,482   $ 2,004,827   $ 5,155,132 
                                                                          ============  ============  ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for:   Interest                                            $   898,285   $   992,620   $   665,510 
                              Income taxes                                     31,629       139,963        63,065 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
     FINANCING ACTIVITIES:
     Equipment acquisitions financed by capital leases                    $ 2,401,001   $ 3,531,746   $ 1,906,919 
     Payment of dividend by distribution of related party receivables       2,088,698             -             - 
<FN>
See  notes  to  consolidated  financial  statements
</TABLE>



                    TRACK DATA CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

A.          THE  COMPANY  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

DESCRIPTION  OF  BUSINESS  AND  BASIS  OF PRESENTATION--Track Data Corporation
("TDC")  and  its  subsidiaries  (the  "Company") provide sophisticated market
information  services  to the investment community under continuing contracts,
and lease dedicated communication lines to customers which link such customers
to  databases on a real-time basis.  The Company, like other entities involved
in  businesses similar to leasing, uses a non-classified balance sheet because
such  presentation  appropriately  reflects  the  Company's  operations.   Its
operating  cycle  is  not  the  conventional  one-year  period.

On  March  31, 1996, Track Data Corporation ("Track"), a principal stockholder
of Global Market Information, Inc. ("Global"), merged into Global and the name
of  Global was changed to Track Data Corporation (the "Company").  Pursuant to
the merger (the "Merger"), Global issued 12,000,000 shares of its common stock
in  exchange  for all of the outstanding stock of Track.  The 1,599,837 shares
of  Global  common  stock  owned  by Track prior to the Merger were cancelled.

For  accounting  purposes  the  Merger  has  been  treated as a combination of
entities under common control similar to a pooling-of-interests.  Accordingly,
the  historical  financial  position  and  results  of operations of Track and
Global  have  been  combined  for  all  periods  presented.

PRINCIPLES  OF  CONSOLIDATION--The  consolidated  financial  statements of the
Company  include the accounts of TDC and its 63 percent-owned subsidiary, Fast
Track  Systems,  Inc.  All  significant intercompany transactions and accounts
have  been  eliminated  in  consolidation.

FIXED ASSETS--Fixed assets are depreciated on a straight-line basis over their
estimated  useful  lives  which  are  as  follows:
<TABLE>

<CAPTION>



<S>                       <C>

                          ESTIMATED USEFUL LIVES
CATEGORY                               (in years)

Equipment                                    3-10
Furniture and fixtures                         10
Transportation equipment                        4
</TABLE>



Leasehold  improvements  are  amortized  on  a  straight-line  basis  over the
respective  lease  term  or  estimated  useful  life,  whichever  is  less.

SOFTWARE  AND  DATABASE  COSTS--Costs  of  internally  developed  software are
capitalized  from  the time technological feasibility has been established and
are  amortized at the greater of the ratio that current gross revenues bear to
the  total  of  current  and  anticipated  future  gross  revenues  or  the
straight-line  method,  generally  five  years.    Other  software  costs  are
amortized  on  a  straight-line  basis  over  their  estimated  useful  lives,
generally  five  years.  Database costs are amortized on a straight-line basis
over  their  estimated  useful  lives  of  ten years.  Management assesses the
recoverability  of  its  software  development  and  database  costs  based
principally  upon  a  comparison  of  the  carrying  value of the asset to the
undiscounted  expected  future  cash  flows to be generated by the asset, plus
estimated  salvage  value  less any applicable costs.  If management concludes
that  the asset is impaired, its carrying value is adjusted to its fair value.

EXCESS  OF  COST  OVER  NET  ASSETS  ACQUIRED--The  unamortized  excess of the
purchase price of acquired businesses over the fair value of net assets on the
dates  of acquisition amounts to $3,581,029 and $3,892,951, net of accumulated
amortization  of  $812,877  and  $604,924  as  of  December 31, 1996 and 1995,
respectively.   The unamortized excess is being amortized on the straight-line
basis  over  ten  to fifteen years.  Management assesses the recoverability of
the  remaining  unamortized  costs  based principally upon a comparison of the
carrying  value of the asset to the undiscounted expected future cash flows to
be  generated  by  the  asset.    If  management  concludes  that the asset is
impaired,  its  carrying  value  is  adjusted  to  its  net  realizable value.

REVENUE RECOGNITION--The Company recognizes revenue as services are performed.
Billings  in  advance  of services provided are recorded as unearned revenues.
All  other  revenues  collected  in  advance  of  services  are deferred until
services  are  rendered.

FOREIGN  CURRENCY TRANSLATION--The Company has several divisions which operate
in  foreign  countries  for which the functional currency is not U.S. dollars.
Balance  sheet  accounts  are  translated  at  the exchange rates in effect at
December  31,  1996 and 1995, and the income statement accounts are translated
at  the  weighted average rates prevailing during the years ended December 31,
1996,  1995  and 1994.  Unrealized foreign exchange gains and losses resulting
from  this  translation  are included as a separate component of stockholders'
equity.

INCOME  TAXES--Through the date of the Merger, Track had elected to be treated
as  an  S  Corporation.    As a result, federal and certain state income taxes
attributable  to  the  earnings  of  Track were payable by Track's stockholder
rather  than  the  Corporation. Deferred income tax assets and liabilities are
computed  annually  for  differences  between  the financial statement and tax
bases  of  assets  and  liabilities  that will result in taxable or deductible
amounts  in  the  future.    Such  deferred  income  tax  asset  and liability
computations  are based on enacted tax laws and rates applicable to periods in
which  the  differences  are  expected  to  affect  taxable  income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount  expected  to  be  realized.    Income tax expense (benefit) is the tax
payable  or  refundable  for  the  period  plus or minus the change during the
period  in  deferred  tax  assets  and  liabilities.  Deferred taxes have been
provided  for  temporary  differences  between  financial  and  tax reporting.

INVESTMENT  IN  AFFILIATE--The  Company's  investment  in Innodata Corporation
("Innodata"),  a  publicly traded company, whose Chairman is also the Chairman
of  the  Company,  is  accounted  for  using the equity method under which the
Company's  share  of  the  affiliate's earnings (or losses) is included in its
results  of  operations.    Innodata performs data entry, coding, indexing and
abstracting  services  tailored  to  customer  requirements.

STATEMENTS  OF  CASH  FLOWS--For  financial statement purposes (including cash
flows),  the  Company  considers  all highly liquid debt instruments purchased
with  an  original  maturity  of  three months or less to be cash equivalents.

USE  OF  ESTIMATES--In  preparing  financial  statements  in  conformity  with
generally  accepted  accounting  principles,  management  is  required to make
estimates  and  assumptions  that  affect  the  reported amounts of assets and
liabilities  and  the  disclosure  of contingent assets and liabilities at the
date  of  the  financial  statements  and  revenues  and  expenses  during the
reporting  period.    Actual  results  could  differ  from  those  estimates.

FAIR  VALUE OF FINANCIAL INSTRUMENTS--The Company has estimated the fair value
of  financial  instruments  using  available  market  information  and  other
valuation  methodologies  in  accordance with SFAS No. 107, "Disclosures About
Fair Value of Financial Instruments."  Management of the Company believes that
the fair value of financial instruments, consisting of accounts receivable and
payable,  notes  payable  and  capital lease obligations, approximate carrying
value  due  to the short payment terms associated with its accounts receivable
and  payable  and  the  interest  rates  associated with its notes payable and
capital  lease  obligations.

NET  (LOSS)  INCOME  PER  SHARE--Net  (loss)  income per share is based on the
weighted  average number of shares outstanding during each period.  The effect
of outstanding options and warrants on the net (loss) income per share was not
material  in  1996  and  anti-dilutive  in  1995  and  1994.

B.          FIXED  ASSETS

Fixed  assets  consist  of  the  following  at  December  31,  1996  and 1995:
<TABLE>

<CAPTION>



<S>                            <C>          <C>

                                      1996         1995

Equipment                      $28,691,021  $25,653,188
Telephone system                   589,084      499,334
Furniture and fixtures             903,821      823,387
Transportation equipment           105,980      114,434
Leasehold improvements           1,947,461    1,791,766
                               -----------  -----------

                                32,237,367   28,882,109
Less accumulated depreciation
     and amortization           22,676,284   19,789,785
                               -----------  -----------

Fixed assets - net             $ 9,561,083  $ 9,092,324
                               ===========  ===========

</TABLE>



Equipment  financed  by  capital leases has a net carrying value of $6,445,636
and  $5,862,828 at December 31, 1996 and 1995, respectively.  Depreciation and
amortization  expense  (including  assets  held  under capital leases) for the
years  ended  December  31, 1996, 1995 and 1994 was $2,883,841, $2,947,250 and
$2,976,892,  respectively.

C.          INVESTMENT  IN  AFFILIATE

As discussed in Note A, the Company has an equity interest in Innodata of 28%,
28%  and  29%  at  December  31,  1996, 1995 and 1994, respectively,  which is
carried  at  the  Company's  equity  in  the  underlying  net  assets.

Summarized  information  for  Innodata  is  as  follows:
<TABLE>

<CAPTION>



<S>                <C>           <C>          <C>

                          1996          1995         1994

Total assets       $12,416,296   $12,538,694  $10,077,049
Total liabilities    2,938,825     2,791,039    1,747,448
Revenues            20,536,448    20,767,405   14,344,914
Net (loss) income     (602,498)    1,511,388      306,824
</TABLE>



The  Company's equity in the net (loss) income of Innodata for the years ended
December  31,  1996,  1995  and  1994  was  $(184,355),  $421,627 and $89,244,
respectively.

D.          DUE  FROM  RELATED  PARTIES

The  amounts  due  from  related  parties  consist  of:
<TABLE>

<CAPTION>



<S>                                      <C>       <C>

                                             1996        1995

Majority stockholder  (a)(e)             $ 69,529  $1,507,131
Hertz Investors Group I  (a)(d)            11,150      10,502
Hertz Investors Group II (b)(d)(e)        116,317     265,142
Hertz Investors Group III (b)(d)(e)             -     399,269
Newsware Inc. (net of allowance of
     $600,000 and $400,000 in 1996 and
     1995, respectively) (c)(d)           660,338     232,914
Track Leasing (a)(d)(e)                    20,393     192,663
Other                                         357       1,457
                                         --------  ----------

Total                                    $878,084  $2,609,078
                                         ========  ==========

<FN>

(a)          Noninterest-bearing  and  unsecured.
(b)          Bears  interest  at  2.5%  and  is  unsecured.
(c)          Consists of several loans bearing interest from 4% to one percent
above  the  prime  rate  and  are  unsecured.
(d)          Related  by  ownership  controlled  by  the  Company's  Chairman.
(e)     A dividend was declared on March 26, 1996 and was paid on that date by
the  assignment  to  the Company's then sole stockholder of amounts due to the
Company.
</TABLE>



TDC  provides  facilities  management  and  other services to Newsware.  Track
provided  such  services  to  Newsware  without charge in 1996 and 1995.  Such
services  have  an  estimated  value  of  $100,000.

Interest  income  recognized  on amounts due from related parties was $96,175,
$107,700  and  $52,547  for  the years ended December 31, 1996, 1995 and 1994,
respectively.

E.          NOTE  PAYABLE  -  BANK

The  note  payable -  bank bears interest at 1.75% above the bank's prime rate
(8.25% at December 31, 1996) and is due on demand.  The note is collateralized
by  substantially  all  of  the  Company's  assets  and  is  guaranteed by its
principal  stockholder.  The Company may borrow up to 80% of eligible accounts
receivable and is required to maintain a compensating cash balance of not less
than  10%  of  the  outstanding  loan obligation.  At December 31, 1996 and at
times  during  the  year,  the Company did not meet these requirements.  These
requirements  were  waived  by  the bank for the year ended December 31, 1996.

F.          ACQUISITIONS

On  October  17,  1994,  the  Company  acquired  certain assets of AIQ Systems
Incorporated  ("AIQ"),  an  unaffiliated  corporation.  AIQ develops financial
investment software for individual and professional users.  The purchase price
consisted  of  $750,000  cash,  three-year subordinated notes in the principal
amount  of  $750,000, payable in 36 equal monthly installments of $20,833 plus
interest  at  prime,  and  203,304  restricted shares of  the Company's common
stock  with  piggy-back  registration rights valued at approximately $650,000.
The acquisition was treated as a purchase for accounting purposes.  The assets
acquired  consist  principally  of certain fixed assets and the excess of cost
over  net  assets  acquired, which is being amortized on a straight-line basis
over  15  years.    Amortization  expense in 1996, 1995 and 1994 was $141,132,
$141,132  and  $23,522,  respectively.

On  October  13,  1994, the Company agreed to manage the financial information
service  business  of  All-Quotes, Inc. ("AQ") and on January 9, 1995 acquired
this business.  The Company provides its Track OnLine service to the former AQ
customers.    The  aggregate consideration was $1,800,000 in cash and $200,000
payable  to  certain  affiliates  of  AQ  for  non-compete  agreements.    The
acquisition  was  treated  as  a purchase for accounting purposes.  The assets
acquired  consist  principally of the excess of cost over net assets acquired,
which is being amortized on a straight-line basis over 15 years.  Amortization
expense  was  $180,656 for each of the years ended December 31, 1996 and 1995.

G.          NOTES  PAYABLE  -  OTHER

Notes  payable - other consist of the following at December 31, 1996 and 1995:
<TABLE>

<CAPTION>



<S>              <C>         <C>

                       1996        1995

Related parties  $  896,712  $  993,744
Other               590,238     551,478
                 ----------  ----------

Total            $1,486,950  $1,545,222
                 ==========  ==========
</TABLE>



RELATED  PARTIES--The  loans payable to related parties (i) are due to various
individuals  and  entities  related  by  ownership controlled by the Company's
Chairman,  (ii)  are unsecured and (iii) bear interest at rates ranging from 6
to  9  percent  per  annum.

Notes  payable  to  related  parties  are  scheduled  to  mature  as  follows:
<TABLE>

<CAPTION>



<S>                       <C>

Year ending December 31,
------------------------          
1997                      $ 52,294
1998                        57,200
1999                        62,565
2000                        68,434
2001                        74,854
Thereafter                 581,365
                          --------

Total                     $896,712
                          ========
</TABLE>



Interest  expense  on  amounts due to related parties was $82,985, $89,147 and
$94,847  for  the  years ended December 31, 1996, 1995 and 1994, respectively.

OTHER--Notes  payable  -  other  (i) are due on demand, (ii)  bear interest at
rates ranging from 9 to 10 percent per annum, and (iii) approximately $140,000
is  guaranteed  by  the  Company's  Chairman.

H.          INCOME  TAXES

The  components  of  the  provision  for  income  taxes  are  as  follows:
<TABLE>

<CAPTION>



<S>                         <C>       <C>         <C>

                                1996       1995       1994 
Federal:
     Current                $      -  $       -   $      - 
     Deferred                447,000   (350,000)   (57,000)
                            --------  ----------  ---------

     Total federal           447,000   (350,000)   (57,000)
                            --------  ----------  ---------

State and local:
     Current                       -     23,993     73,611 
     Deferred                 78,969   (381,919)   (78,500)
                            --------  ----------  ---------

     Total state and local    78,969   (357,926)    (4,889)
                            --------  ----------  ---------

Provision for (benefit
     from) income taxes     $525,969  $(707,926)  $(61,889)
                            ========  ==========  =========

</TABLE>



Reconciliation  of  the  U.S.  statutory rate with the Company's effective tax
rate  is  summarized  as  follows:
<TABLE>

<CAPTION>



<S>                                                   <C>     <C>       <C>

                                                       1996     1995      1994 

Federal statutory rate                                 34.0%   (34.0)%  (34.0)%

Income (losses) not subject to Federal income taxes
  (taxes were payable by stockholder)                 (20.7)    27.7     22.8 

Utilization of net operating loss carryforward        (15.2)       -        - 

Increase in valuation allowance                        88.5        -        - 

Losses for which no tax benefit was available             -        -      4.7 

Other                                                   2.8     (5.0)    (1.4)
                                                      ------   ------   ------

Effective rate                                         89.4%  (11.3) %   (7.9) %
                                                      ======  ========  ========


</TABLE>



The  components  of  the  Company's  net  deferred  taxes  are  as  follows:
<TABLE>

<CAPTION>



<S>                                                         <C>           <C>

                                                                   1996         1995 
Deferred tax assets:
   Net operating loss carryforwards                         $   810,635   $  986,000 
   Deferred compensation                                      1,491,539      298,573 
   Other (principally reserves for uncollectible accounts)      517,654       73,156 
                                                            ------------  -----------
                                                              2,819,828    1,357,729 
   Less valuation allowance                                   1,000,000            - 
                                                                          -----------
                                                              1,819,828    1,357,729 
                                                            ------------  -----------
Deferred tax liabilities:
   Unrealized gain on Innodata shares                           (70,890)           - 
   Accelerated depreciation for tax                            (742,288)     (76,310)
   Excess of book basis over cost of
      investment in affiliate                                  (143,590)     (40,000)
   Amortization of software and database costs
      deducted for tax, not for financial reporting            (351,610)    (204,000)
                                                            ------------  -----------

                                                             (1,308,378)    (320,310)
                                                            ------------  -----------

Net deferred tax asset                                      $   511,450   $1,037,419 
                                                            ============  ===========

</TABLE>




The valuation allowance in 1996 reduces total deferred tax assets to an amount
management  believes  will  likely  be realized.  As of December 31, 1996, the
Company  has  net operating loss carryforwards for Federal income tax purposes
totaling  approximately  $2,000,000 which expire $200,000 in 2007; $650,000 in
2008;  $150,000  in  2009; and $1,000,000 in 2010.  These net operating losses
may  be  limited  to  annual  use  based  on  IRS  regulations.

I.          COMMITMENTS  AND  CONTINGENCIES

The  Company is obligated under various lease agreements covering office space
and  computer  equipment.    The  lease  agreements  for  office space contain
escalation  clauses  based  principally  on  increases  in  real estate taxes,
building  maintenance  and utility costs.  A summary of such commitments as of
December  31,  1996  follows:
<TABLE>

<CAPTION>



<S>                                 <C>         <C>         <C>         <C>


                                                OPERATING
                                                LEASES
                                    ----------------------------------

YEAR ENDING                         OFFICE      COMPUTER                CAPITAL
DECEMBER 31,                        SPACE       EQUIPMENT   TOTAL       LEASES

1997                                $1,055,830  $1,218,976  $2,274,806  $2,890,841
1998                                   507,091     530,488   1,037,579   1,246,072
1999                                   448,974     232,614     681,588     504,555
2000                                   355,346           -     355,346           -
2001                                   387,180           -     387,180           -
Thereafter                             491,320           -     491,320           -
                                    ----------  ----------  ----------            

Total                               $3,245,741  $1,982,078  $5,227,819   4,641,468
                                    ==========  ==========  ==========            

Less amounts representing interest                                         456,451
                                                                        ----------

Capital lease obligations                                               $4,185,017
                                                                        ==========

</TABLE>



Rent  expense for the years ended December 31, 1996, 1995 and 1994 amounted to
$1,613,846,  $1,589,347  and  $1,512,292  for  office  space  and  $1,943,633,
$2,547,965  and  $2,647,705  for  computer  equipment,  respectively.

The  Company  leases  its office facilities in Brooklyn, Manhattan and Chicago
from  limited  partnerships  owned  by the Company's principal stockholder and
members of his family.  These leases provide for TDC to pay aggregate rentals,
excluding  escalation  charges,  of  $508,000  through  August 1997 and annual
rentals  of  $181,500  through  February  2004.  Other rentals, presently on a
month-to-month  basis,  aggregate  approximately  $1,000,000  per  annum.  The
Company  also guarantees the partnerships' mortgages on two of these premises,
having  an  unpaid  balance  of  $2,887,000  at  December  31,  1996.  Certain
financial  covenants  required  in  a  mortgage with an outstanding balance of
approximately  $2,100,000  have not been met.  The partnership and the Company
intend  to  renegotiate  the  terms  of  the mortgage.  The Company paid these
partnerships  aggregate  rent of $1,190,245 and $1,188,465 for the years ended
December  31,  1996  and  1995.

J.          DEFERRED  COMPENSATION  PLAN

Track had a deferred compensation plan pursuant to which certain employees are
entitled  to  payments  after  termination  of their employment.  The plan was
based  on these employees having phantom stock units in Track.  As the phantom
stock  units included a certain ownership in Global and Innodata, two publicly
traded  subsidiaries  of Track, in 1994 management amended the plan to provide
for  the  employees,  at  their option, to elect to receive a portion of their
Track  vested  phantom  units  in  a  certain  number  of shares of Global and
Innodata.   At December 31, 1994, the aggregate fair value of such benefit was
$886,944.    In  March  1995,  6,460  of  such  shares  were  distributed to a
participant.

In  December 1995, the Board of Directors agreed to satisfy all obligations to
participants  under  the  phantom  stock  plan  by  committing  to  pay  upon
termination  of  employment  729,600  shares  of  Global,  in  addition to the
aforementioned  shares  of  Innodata and Global.  Accordingly, at December 31,
1995  the  fair  value  of  these shares was recorded as deferred compensation
expense  of  $3,100,800  to  recognize  the  obligation to participants at the
quoted   market price on that date.  These shares were placed in a trust as of
March  31,  1996  in  accordance  with  terms  of  the  Merger.

K.          CAPITAL  STOCK

COMMON STOCK--In August 1994, the Company sold, pursuant to a public offering,
1,380,000 shares of its common stock at $5.00 per share and 1,380,000 warrants
("Redeemable  Warrants")  at  $.125 per warrant and realized net proceeds from
the  offering,  after all expenses, of approximately $5,544,000.  Until August
10,  1997,  the  holders may exchange two Redeemable Warrants for one share of
common  stock  upon  payment of $6.00 per share.  No fractional shares will be
issued.   The warrants are redeemable by the Company at $.01 per warrant on 30
days'  written notice provided the average closing bid and asked quotations of
the common stock exceed $7.75 per share for 20 trading days within a period of
25  consecutive trading days ending on the third trading day prior to the date
of  the  notice  of  redemption.

In  connection  with  the  offering,  the  Company sold to the underwriter for
nominal  consideration  warrants  to  purchase  up to 120,000 shares of common
stock  at  $7.625  per  share  and  120,000 warrants at $.20 per warrant for a
period  of  four  years  commencing  August  10,  1995.    The  warrants  are
substantially  identical  to  the  Redeemable  Warrants,  except  they are not
redeemable.    The underwriter warrants contain piggy-back registration rights
through  August  10,  2000  with  respect  to  the underlying securities and a
one-time  demand  registration  right through August 10, 1999 at the Company's
expense.

PREFERRED  STOCK--The Company is authorized to issue up to 1,000,000 shares of
$.01  par  value preferred stock.  The Board of Directors is authorized to fix
the  terms,  rights, preferences and limitations of the preferred stock and to
issue  the  preferred stock in series which differ as to their relative terms,
rights,  preferences  and  limitations.  No preferred shares have been issued.

COMMON STOCK RESERVED--At December 31, 1996, the Company reserved for issuance
2,845,000 shares of its common stock as follows: (a) 1,875,000 shares pursuant
to  the Company's Stock Option Plans and options issued which were not granted
under  the  plans;  (b) 690,000 shares upon conversion of Redeemable Warrants;
(c)  180,000  shares issuable upon exercise of underwriter's warrants; and (d)
100,000  shares  issuable  upon  exercise  of  consultant's  warrants.

L.          STOCK  OPTIONS  AND  WARRANTS

STOCK  OPTIONS--The Company adopted, with stockholder approval, the 1994, 1995
and  1996 Stock Option Plans (the "1994 Plan," "1995 Plan," "1995 DD Plan" and
the  "1996  Plan")  which  provide for the granting of options to purchase not
more  than  an  aggregate  of  300,000,  500,000, 50,000 and 800,000 shares of
common stock, respectively, subject to adjustment under certain circumstances.
Such options may be incentive stock options ("ISOs") within the meaning of the
Internal  Revenue  Code of 1986, as amended, or options that do not qualify as
ISOs  ("Non-Qualified  Options").

The option exercise price per share for a Non-Qualified Option may not be less
than  85%  of  the  fair market value per share of common stock on the date of
grant  and  for an ISO may not be less than the fair market value per share of
common  stock on the date of grant (110% of such fair market value for an ISO,
if  the  grantee  owns  stock  possessing more than 10% of the combined voting
power  of  all  classes of the Company's stock).  Options may be granted under
the  Stock Option Plan to all officers, directors and employees of the Company
and,  in  addition,  Non-Qualified Options may be granted to other parties who
perform  services  for  the Company.  No options may be granted under the 1994
Plan  after March 31, 2004, under the 1995 Plan and 1995 DD Plan after May 15,
2005,  and  under  the  1996  Plan  after  July  8,  2006.

The  Stock  Option  Plans  may  be  amended  from time to time by the Board of
Directors  of  the  Company.  However, the Board of Directors may not, without
stockholder  approval,  amend the Stock Option Plans to increase the number of
shares  of  common  stock  which  may  be  issued under the Stock Option Plans
(except  upon  changes  in  capitalization  as  specified  in the Stock Option
Plans),  decrease  the  minimum exercise price provided in the Plans or change
the  class  of  persons  eligible  to  participate  in  the  Plans.

The  Company  has  adopted  the  disclosure-only  provisions  of  Statement of
Financial  Accounting  Standards  (SFAS)  No. 123, "Accounting for Stock Based
Compensation."    Accordingly, no compensation expense has been recognized for
stock  options  granted to employees.  Had compensation cost for the Company's
stock  option grants been determined based on the fair value at the grant date
for  awards  in  1996 and 1995 consistent with the provisions of SFAS No. 123,
the  Company's  net  income (loss) and income (loss) per share would have been
changed  to  the  pro  forma  amounts  as  follows:  the  loss would have been
$(207,232),  or  $(.01)  per  share,  in  1996 and $(5,727,190), or $(.41) per
share,  in  1995.    The  fair value of options at date of grant was estimated
using  the  Black-Scholes  option  pricing  model  with the following weighted
average  assumptions:  an expected life of four years; risk free interest rate
of  6.4%  in  1996 and of 6.2% in 1995; expected volatility of 25%; and a zero
dividend  yield.    The  effects  of  applying  SFAS  No. 123 in this proforma
disclosure  are  not  indicative of future disclosures.  SFAS No. 123 does not
apply  to  awards  prior  to  1995.
<TABLE>

<CAPTION>



<S>                 <C>               <C>           <C>          <C>         <C>          <C>         <C>

                                                    WEIGHTED-
                                                    AVERAGE      WEIGHTED-                WEIGHTED-   FAIR
                    PER SHARE                       REMAINING    AVERAGE                  AVERAGE     VALUE
                    RANGE OF          NUMBER        CONTRACTUAL  EXERCISE    NUMBER       EXERCISE    DATE OF
                    EXERCISE PRICES   OUTSTANDING   LIFE         PRICE       EXERCISABLE  PRICE       GRANT
                    ----------------  ------------  -----------  ----------  -----------  ----------  --------

Balance 1/1/94                                -0- 
Granted and
   balance
   12/31/94         $  4.75 - 5.0625      488,750             4  $     5.00       81,250  $     5.00
                                                                             ===========                      
       Canceled     $           5.00      (44,334)            4  $     5.00
       Repriced     $    4.75 - 5.00     (362,416)
       Repriced     $           3.00      362,416             4  $     3.00                           $    .76
       Granted      $    5.00 - 6.00       75,000             5  $     5.13                           $   1.60
                                      ------------                                                            

Balance 12/31/95    $           3.00      362,416             3  $     3.00      202,746  $     3.00
                    $    5.00 - 6.00      157,000             4  $     5.09       37,000  $     5.30
                                      ------------                                                            
                                          519,416                                239,746
                                                                             ===========                      

       Canceled     $    2.00 - 5.00      (59,166)            4  $     3.33
       Granted and
          repriced  $    1.50 - 2.00      570,900             5  $     1.94                           $    .50
                                      ------------                                                            

Balance 12/31/96    $    1.50 - 3.00      896,150             4  $     2.35      614,311  $     2.44
                    $    5.00 - 6.00      135,000             3  $     5.10       71,666  $     5.17
                                                                             -----------                      
                                        1,031,150                                685,977
                                      ============                           ===========                      

</TABLE>



The  options  have  a  term  of five years.  No options have been exercised to
date.   The above table includes options to purchase 280,000 shares which were
not  granted  pursuant  to  any plan, but contain the same conditions as those
provided  in  the  Plans.

WARRANTS--In  August  1995,  the  Company  entered into a financial consulting
arrangement  pursuant  to  which the consultant is to assist the Company for a
two-year  period  in  merger  and  acquisition  transactions  and  developing
financial  strategies  and  plans.    The  consultant  was granted warrants to
purchase  100,000  shares  of  the  Company's common stock at $6.00 per share,
exercisable  commencing  April  1996  and  expiring on December 31, 1997.  The
warrants  contain  demand  and piggyback registration rights after April 1996.

M.          RETIREMENT  PLAN  AND  CONTRIBUTIONS

RETIREMENT  PLAN--The  Company has a profit sharing plan which qualifies under
Section  401(k)  of  the Internal Revenue Code.  The plan covers substantially
all employees who have completed six months of service.  Company contributions
to  the  plan are discretionary and vest at a rate of 20% after three years of
service, and 20% each year thereafter until employees are fully vested after 7
years.    The  accrued  contribution  at  December  31, 1996 is $72,000 and is
included  in  accounts payable.  Contributions to the plan for the years ended
December  31,  1996,  1995  and  1994  were  $72,000,  $132,317  and $234,531,
respectively.

During the year ended December 31, 1994, the Company contributed 40,000 shares
of  its  common  stock and 30,000 shares of Innodata common stock to the plan.
In February 1995, the Company contributed 20,000 shares of its common stock to
the  plan  in  satisfaction  of  a  portion  of  its  1994  obligation.

CONTRIBUTIONS--In  1995, the Company made a charitable contribution of 100,000
shares  of  common  stock  of the Company and 50,000 shares of common stock of
Innodata.

N.          EMPLOYEE  SAVINGS  PLAN

The  Company  has  an  employee  savings  plan  under which employees may make
deposits  to the savings plan and receive interest at the prime rate.  Amounts
due  to  employees under the plan aggregated $233,364 at December 31, 1996 and
are  included  in  other  liabilities.


<PAGE>

INDEPENDENT  AUDITORS'  REPORT



Board  of  Directors  and  Stockholders
Innodata  Corporation
Brooklyn,  New  York


We  have  audited  the  accompanying  consolidated  balance sheets of Innodata
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each  of  the  three  years  in  the  period  ended  December 31, 1996.  These
financial  statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Innodata
Corporation and subsidiaries as of December 31, 1996 and 1995, and the results
of  their  operations  and their cash flows for each of the three years in the
period  ended  December  31,  1996  in  conformity  with  generally  accepted
accounting  principles.



Margolin,  Winer  &  Evens  LLP
Garden  City,  New  York
March  14,  1997




<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1996 AND 1995
<TABLE>

<CAPTION>



<S>                                                                        <C>           <C>

                                                                                  1996          1995 
                                                                           ------------  ------------
ASSETS

CURRENT ASSETS:
  Cash and equivalents                                                     $ 2,097,193   $ 1,566,654 
  Accounts receivable-net of allowance for doubtful accounts of $140,000
       in 1996 and $175,000 in 1995 (Note 10)                                3,718,283     5,057,028 
  Short-term investments (Note 2)                                                    -     1,259,784 
  Prepaid expenses and other current assets                                  1,130,510       638,101 
  Deferred income taxes (Notes 1 and 4)                                        220,000        72,000 
                                                                           ------------  ------------

               TOTAL CURRENT ASSETS                                          7,165,986     8,593,567 

FIXED ASSETS-NET (NOTES 1 AND 3)                                             3,617,939     2,965,596 

GOODWILL (NOTES 1 AND 5)                                                     1,159,946       782,270 

OTHER ASSETS                                                                   472,425       197,261 
                                                                           ------------  ------------

TOTAL                                                                      $12,416,296   $12,538,694 
                                                                           ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Notes 5 and 6)                        $   208,298   $    87,500 
  Accounts payable and accrued expenses                                      1,279,519       813,565 
  Accrued salaries and wages                                                   625,479       524,488 
  Taxes, other than income taxes                                               278,569       194,112 
  Income taxes payable (Notes 1 and 4)                                               -       726,194 
                                                                           ------------  ------------

               TOTAL CURRENT LIABILITIES                                     2,391,865     2,345,859 
                                                                           ------------  ------------

LONG-TERM DEBT, LESS CURRENT PORTION (NOTES 5 AND 6)                           195,960        92,180 
                                                                           ------------  ------------

DEFERRED INCOME TAXES (NOTES 1 AND 4)                                          351,000       353,000 
                                                                           ------------  ------------

COMMITMENTS AND CONTINGENT LIABILITIES (NOTES 7, 8 AND 9)

STOCKHOLDERS' EQUITY (NOTES 2, 5, 8 AND 9):
  Common stock, $.01 par value-authorized 20,000,000 shares;
     issued 4,565,210 shares in 1996 and 4,477,273 shares in 1995               45,652        44,773 
  Additional paid-in capital                                                 8,824,696     8,497,453 
  Unrealized loss on available-for-sale securities                                   -        (4,192)
  Retained earnings                                                            751,000     1,353,498 
                                                                           ------------  ------------

                                                                             9,621,348     9,891,532 
  Less: treasury stock - at cost; 41,500 shares                               (143,877)     (143,877)
                                                                           ------------  ------------

               TOTAL STOCKHOLDERS' EQUITY                                    9,477,471     9,747,655 
                                                                           ------------  ------------

TOTAL                                                                      $12,416,296   $12,538,694 
                                                                           ============  ============

<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>



<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>

<CAPTION>



<S>                                                      <C>           <C>           <C>

                                                                1996          1995          1994 
                                                         ------------  ------------  ------------

REVENUES (NOTE 10)                                       $20,536,448   $20,767,405   $14,344,914 
                                                         ------------  ------------  ------------

OPERATING COSTS AND EXPENSES
     Direct operating costs                               16,783,595    14,044,067    10,764,658 
     Costs resulting from project termination (Note 11)            -             -       393,195 
     Selling and administrative expenses                   4,799,739     4,344,793     2,834,534 
     Interest expense                                         36,383        18,476         7,392 
     Interest income                                        (123,771)     (151,319)     (160,689)
                                                         ------------  ------------  ------------

                    TOTAL                                 21,495,946    18,256,017    13,839,090 
                                                         ------------  ------------  ------------

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES             (959,498)    2,511,388       505,824 

(BENEFIT) PROVISION FOR INCOME TAXES (NOTES 1 AND 4)        (357,000)    1,000,000       199,000 
                                                         ------------  ------------  ------------

NET (LOSS) INCOME                                        $  (602,498)  $ 1,511,388   $   306,824 
                                                         ============  ============  ============

(LOSS) INCOME PER SHARE (NOTE 1)                         $      (.13)  $       .32   $       .07 
                                                         ============  ============  ============

<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>




<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>

<CAPTION>



<S>                                <C>        <C>           <C>      <C>          <C>           <C>           <C>

                                   ---COMMON STOCK---  ADDITIONAL   UNREALIZED
                                   ------------------  PAID-IN      LOSS ON       RETAINED      TREASURY
                                   SHARES     AMOUNT   CAPITAL      SECURITIES    EARNINGS      STOCK
                                   ---------  -------  -----------  ------------  ------------  ----------

JANUARY 1, 1994                    4,210,000  $42,100  $ 6,984,445  $         -   $   850,967   $       - 

  Net income                               -        -            -            -       306,824           - 

  Unrealized loss on
    available-for-sale
    securities                             -        -            -      (56,735)            -           - 

  Payment of 5%
    stock dividend                   210,509    2,105    1,313,576            -    (1,315,681)          - 

  Issuance of common stock
    as partial acquisition cost       56,764      568      199,432            -             -           - 
                                   ---------  -------  -----------  ------------  ------------  ----------

DECEMBER 31, 1994                  4,477,273   44,773    8,497,453      (56,735)     (157,890)          - 

  Net income                               -        -            -            -     1,511,388           - 

  Unrealized gain on
    available-for-sale
    securities                             -        -            -       52,543             -           - 

  Purchase of treasury stock               -        -            -            -             -    (143,877)
                                   ---------  -------  -----------  ------------  ------------  ----------
DECEMBER 31, 1995                  4,477,273   44,773    8,497,453       (4,192)    1,353,498    (143,877)

  Net loss                                 -        -            -            -      (602,498)          - 

  Issuance of common stock
    upon exercise of stock
    options                           22,937      229       65,539            -             -           - 

  Issuance of common stock
    as partial acquisition costs      65,000      650      193,303            -             -           - 

  Warrant costs for
    consulting arrangement                 -        -       68,401            -             -           - 

  Redemption of available-
     for-sale securities                   -        -            -        4,192             -           - 
                                   ---------  -------  -----------  ------------  ------------  ----------

DECEMBER 31, 1996                  4,565,210  $45,652  $ 8,824,696  $         -   $   751,000   $(143,877)
                                   =========  =======  ===========  ============  ============  ==========




<S>                                <C>




                                   TOTAL
                                   -----------

JANUARY 1, 1994                    $7,877,512 

  Net income                          306,824 

  Unrealized loss on
    available-for-sale
    securities                        (56,735)

  Payment of 5%
    stock dividend                          - 

  Issuance of common stock
    as partial acquisition cost       200,000 
                                   -----------

DECEMBER 31, 1994                   8,327,601 

  Net income                        1,511,388 

  Unrealized gain on
    available-for-sale
    securities                         52,543 

  Purchase of treasury stock         (143,877)
                                   -----------

DECEMBER 31, 1995                   9,747,655 

  Net loss                           (602,498)

  Issuance of common stock
    upon exercise of stock
    options                            65,768 

  Issuance of common stock
    as partial acquisition costs      193,953 

  Warrant costs for
    consulting arrangement             68,401 

  Redemption of available-
     for-sale securities                4,192 
                                   -----------

DECEMBER 31, 1996                  $9,477,471 
                                   ===========


<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>



<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>

<CAPTION>



<S>                                                           <C>           <C>           <C>

                                                                     1996          1995          1994 
                                                              ------------  ------------  ------------

OPERATING ACTIVITIES:
  Net (loss) income                                           $  (602,498)  $ 1,511,388   $   306,824 
  Adjustments to reconcile net (loss) income to net
    cash provided by operating activities:
    Depreciation and amortization                               1,372,731       972,669       717,300 
    Deferred income taxes                                        (150,000)      240,000        41,000 
    Changes in operating assets and liabilities:
      Accounts receivable                                       1,380,498    (2,299,781)     (696,539)
      Prepaid expenses and other current assets                  (479,251)     (462,274)      137,572 
      Other assets                                               (271,413)      (46,957)     (115,782)
      Accounts payable and accrued expenses                       187,764      (103,117)      313,990 
      Accrued salaries and wages                                  100,991       211,029       119,409 
      Taxes, other than income taxes                               84,457        93,727        30,997 
      Income taxes payable                                       (726,194)      537,938        42,004 
                                                              ------------  ------------  ------------

         Net cash provided by operating activities                897,085       654,622       896,775 
                                                              ------------  ------------  ------------

INVESTING ACTIVITIES:
  Expenditures for fixed assets                                (1,231,273)   (1,193,973)     (773,485)
  Payments in connection with acquisitions                       (410,646)            -      (527,270)
  Short-term investments                                        1,240,000             -             - 
                                                              ------------  ------------  ------------

        Net cash used in investing activities                    (401,919)   (1,193,973)   (1,300,755)
                                                              ------------  ------------  ------------

FINANCING ACTIVITIES:
  Proceeds from borrowings                                        626,014             -             - 
  Proceeds from exercise of stock options                          65,768             -             - 
  Purchase of treasury stock                                            -      (143,877)            - 
  Payments of borrowings                                         (656,409)     (111,986)     (234,686)
  Redemption of preferred stock                                         -        (2,000)            - 
                                                              ------------  ------------  ------------

         Net cash provided by (used in) financing activities       35,373      (257,863)     (234,686)
                                                              ------------  ------------  ------------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS                       530,539      (797,214)     (638,666)
CASH AND EQUIVALENTS, BEGINNING OF YEAR                         1,566,654     2,363,868     3,002,534 
                                                              ------------  ------------  ------------

CASH AND EQUIVALENTS, END OF YEAR                             $ 2,097,193   $ 1,566,654   $ 2,363,868 
                                                              ============  ============  ============

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
  Cash paid during the year for:
    Interest                                                  $    35,238   $    14,963   $     6,253 
                                                              ============  ============  ============

    Income taxes                                              $   922,789   $   222,062   $   116,000 
                                                              ============  ============  ============


<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>

<PAGE>
                                     
INNODATA  CORPORATION  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  1996,  1995  AND  1994
---------------------------------------------------


1.           SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     BUSINESS  AND  BASIS  OF  PRESENTATION  -  Innodata  Corporation  and
subsidiaries  (the  "Company") performs data entry, data conversion, scanning,
imaging  and  document  management  systems,  indexing  and  abstracting,  and
typesetting  and  composition services tailored to customer requirements.  The
Company  also  offers medical transcription services to health care providers.
The  Company's  services  are  principally  performed in production facilities
located in the Philippines, Sri Lanka and the United States.  The consolidated
financial statements include the accounts of the Company and its subsidiaries,
all  of  which  are  wholly-owned.  All intercompany transactions and balances
have  been  eliminated  in  consolidation.    Track  Data  Corporation  owns
approximately  28%  of  the  Company  and  shares  certain  management.

     The  financial statements have been prepared in conformity with generally
accepted  accounting  principles,  which  requires  the  use  of  management's
estimates.

     REVENUE  RECOGNITION  -  Revenue is recognized in the period in which the
service  is  performed.    The  Company's  typesetting and composition service
projects  are  generally  performed  over four to six month periods.  Revenues
from  these projects are recognized using the percentage of completion method.

     WORK-IN-PROCESS  -  Work-in-process,  included  in  other current assets,
consists  of actual labor and certain other costs incurred for uncompleted and
unbilled  projects.

     FOREIGN  CURRENCY  - The functional currency for the Company's production
operations located in the Philippines and Sri Lanka is U.S. dollars.  As such,
transactions  denominated  in  Philippine  pesos  and  Sri  Lanka  rupees were
translated  to  U.S.  dollars  at  rates  which approximate those in effect on
transaction  dates.    Monetary  assets and liabilities denominated in foreign
currencies  at December 31, 1996 and 1995 were translated at the exchange rate
in  effect  as of those dates.  Exchange gains and losses resulting from these
transactions  were  immaterial.   In addition, the Company periodically enters
into  contracts  to  purchase foreign currency as a hedge against a portion of
its foreign production costs.  Gains and losses resulting from these contracts
are  included  as  a  component  of  the  related  transactions.

     CASH  AND  EQUIVALENTS - For financial statement purposes (including cash
flows),  the  Company  considers  all highly liquid debt instruments purchased
with  an  original  maturity  of  three months or less to be cash equivalents.
During  1996,  the  Company  leased  equipment  under  capital  leases  for
approximately  $237,000.    Supplemental  disclosure of non-cash investing and
financing  activities  is  as  follows:
<TABLE>

<CAPTION>



<S>                                         <C>         <C>    <C>

                                                 1996    1995        1994 

Acquisition costs                           $ 563,771   $   -  $1,027,270 
Notes issued                                        -       -    (300,000)
Common stock issued                          (153,125)      -    (200,000)
                                            ----------  -----  -----------

  Payments in connection with acquisitions  $ 410,646       -  $  527,270 
                                            ==========  =====  ===========
</TABLE>


     DEPRECIATION  - Depreciation is provided on the straight-line method over
the  estimated  useful  lives  of  the  related  assets  which are as follows:
<TABLE>

<CAPTION>



<S>                     <C>

                        ESTIMATED USEFUL
CATEGORY                LIVES

Equipment                      3-5 years
Furniture and fixtures          10 years

</TABLE>



     Leasehold  improvements are amortized on the straight-line basis over the
shorter  of  their  estimated  useful  lives  or  the  lives  of  the  leases.

     INCOME  TAXES  -  Deferred  taxes  are determined based on the difference
between the financial statement and tax basis of assets and liabilities, using
enacted  tax  rates,  as  well  as  any  net  operating  loss  or  tax  credit
carryforwards  expected  to  reduce  taxes  payable  in  future  years.

     GOODWILL  -  Goodwill arising from acquisition costs exceeding net assets
acquired  is  being  amortized on a straight-line basis over a 15 year period.
Management  assesses  the  recoverability  of  the remaining unamortized costs
based  principally upon a comparison of the carrying value of the asset to the
undiscounted  expected future cash flows to be generated by the asset whenever
events  or  changes in circumstances indicate that the carrying amount may not
be  recoverable.    If  management  concludes  that the asset is impaired, its
carrying  value  is  adjusted  to  its  net  realizable  value.

     ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  -  The  Financial  Accounting
Standards  Board  issued  Statement of Financial Accounting Standards ("SFAS")
No.  123, "Accounting for Stock-Based Compensation," which became effective in
1996.    As  permitted by SFAS No. 123, the Company has elected to continue to
account  for  employee  stock  options under APB No. 25, "Accounting for Stock
Issued  to  Employees."

     FAIR  VALUE OF FINANCIAL INSTRUMENTS - The Company has estimated the fair
value  of  financial  instruments using available market information and other
valuation  methodologies  in  accordance with SFAS No. 107, "Disclosures About
Fair Value of Financial Instruments."  Management of the Company believes that
the fair value of financial instruments for which estimated fair value has not
been  specifically  presented  is  not  materially  different than the related
carrying value.  Determinations of fair value are based on subjective data and
significant  judgment  relating  to timing of payments and collections and the
amounts to be realized.  Different assumptions and/or estimation methodologies
might  have  a  material effect on the fair value estimates.  Accordingly, the
estimates  of  fair  value  are  not necessarily indicative of the amounts the
Company  would  realize  in  a  current  market  exchange.

     (LOSS)  INCOME  PER  SHARE - (Loss) income per share is computed based on
the  weighted  average number of shares outstanding.  In 1995, pursuant to the
modified  treasury  stock  calculation  method,  the  calculation includes the
effects  of  the assumed exercise of all outstanding options and warrants, the
repurchase  of  20% of the outstanding shares of the Company, and after giving
effect  to  assumed  interest earned on the net proceeds from the exercise and
repurchase.  The number of common and common equivalent shares utilized in the
per  share  computations were 4,509,588, 5,456,266 and 4,425,239 in 1996, 1995
and  1994, respectively.  Outstanding options and warrants were not considered
in  1996  and  1994  as they would have been antidilutive in 1996 and were not
dilutive  in  1994.

2.          SHORT-TERM  INVESTMENTS

     At  December 31, 1995, short-term investments consisted of corporate debt
securities  due  in  1996.    These  securities  were  classified  as
available-for-sale.    At  December  31,  1995,  the fair market value of such
securities  was  less  than  their  net  cost  by  approximately $4,000, and a
valuation  allowance  was  established as a reduction of stockholders' equity.

3.          FIXED  ASSETS

     Fixed  assets,  stated  at  cost  less  accumulated  depreciation  and
amortization,  consist  of  the  following:
<TABLE>

<CAPTION>



<S>                            <C>         <C>           <C>

                                           DECEMBER 31,

                                     1996                      1995

Equipment                      $6,092,985                $4,401,308
Furniture and fixtures            375,465                   316,697
Leasehold improvements            401,987                   308,563
                               ----------                ----------

          Total                 6,870,437                 5,026,568

Less accumulated depreciation
     and amortization           3,252,498                 2,060,972
                               ----------                ----------

                               $3,617,939                $2,965,596
                               ==========                ==========

</TABLE>



     As  of  December  31,  1996  and 1995, the net book value of fixed assets
located  at  the  Company's  production  facilities in the Philippines and Sri
Lanka was approximately $1,513,000 and $1,476,000, respectively.  In addition,
equipment  financed  by  capital  leases  has  a net book value of $337,000 at
December  31,  1996.

4.          INCOME  TAXES

     The  significant  components  of  the (benefit from) provision for income
taxes  are  as  follows:
<TABLE>

<CAPTION>



<S>                                        <C>         <C>         <C>

                                                1996         1995      1994

Current income tax (benefit) expense:
     Foreign                               $       -   $   10,000  $ 60,000
     Federal                                (159,000)     535,000    69,000
     State and local                         (48,000)     215,000    29,000
                                           ----------  ----------  --------

                                            (207,000)     760,000   158,000

Deferred income tax (benefit) expense       (150,000)     240,000    41,000
                                           ----------  ----------  --------

(Benefit from) provision for income taxes  $(357,000)  $1,000,000  $199,000
                                           ==========  ==========  ========
</TABLE>



     Reconciliation  of  the  U.S. statutory rate with the Company's effective
tax  rate  is  summarized  as  follows:
<TABLE>

<CAPTION>



<S>                                                   <C>      <C>    <C>

                                                         1996   1995   1994 

Federal statutory rate                                (34.0)%  34.0%  34.0%

Effect of:
     State income taxes (net of federal tax benefit)   (5.4)    6.1    3.8 
     Other                                              2.2    (0.3)   1.5 
                                                      -------  -----  -----

Effective rate                                        (37.2)%  39.8%  39.3%
                                                      =======  =====  =====

</TABLE>


     As  of  December  31, 1996 and 1995, the composition of the Company's net
deferred  taxes  is  as  follows:
<TABLE>

<CAPTION>



<S>                                       <C>           <C>

                                                 1996        1995 

Deferred income tax assets:
     Allowances not currently deductible  $   105,000   $  72,000 
     Expenses not deductible until paid       115,000           - 
     Net operating loss carryforward          700,000           - 
                                          ------------  ----------

                                              920,000      72,000 
                                          ------------  ----------

Deferred income tax liabilities:
     Foreign source income, not taxable
          unless repatriated                 (815,000)   (235,000)
     Depreciation and amortization           (236,000)   (118,000)
                                          ------------  ----------

                                           (1,051,000)   (353,000)
                                          ------------  ----------

Net deferred income tax liability         $  (131,000)  $(281,000)
                                          ============  ==========

</TABLE>



     The Company's net operating loss carryforward of approximately $1,750,000
expires  in  2011.

5.          ACQUISITIONS

     On  December  1, 1994, the Company acquired certain assets of Engineering
Images  ("EI"),  an unaffiliated partnership.  EI is a provider of imaging and
document  management  systems  and scanning/conversion services.  The purchase
price  consisted  of $427,270 cash (including expenses of $27,270), three-year
subordinated notes in the aggregate principal amount of $300,000 payable in 36
equal  monthly  installments commencing December 15, 1994 plus interest at the
prime  rate  (8.25% at December 31, 1996), and 56,764 restricted shares of the
Company's common stock with piggy-back registration rights valued at $200,000.
The  assets acquired consist principally of certain fixed assets and goodwill.
The  acquisition  has  been  accounted for as a purchase and, accordingly, the
results  of  operations  of  EI  are  included  since the date of acquisition.
Further,  in  January  1994,  the  Company  acquired the medical transcription
business  of  Statline,  Inc.  for  approximately  $100,000  cash, principally
consisting  of  fixed  assets.

     On  January 2, 1996, the Company acquired certain assets of International
Imaging, Inc. ("II").  II is located in Azusa, California and provides imaging
and  document  management  systems  and  scanning/conversion  services.    The
purchase  price  consisted  of $40,000 cash and 50,000 shares of the Company's
restricted common stock.  The Company also paid approximately $300,000 of II's
outstanding  lease obligations.  II's revenues for the year ended December 31,
1995  were  approximately  $1,000,000.

6.          LONG-TERM  DEBT

     Long-term  debt  is  as  follows:
<TABLE>

<CAPTION>



<S>                                          <C>       <C>

                                                 1996      1995
Equipment leases, at 9.6% to 13.5%           $365,846  $      -
Acquisition notes - subordinated, at prime     91,667   179,680
                                             --------  --------

                                              457,513   179,680
Less: deferred interest                        53,255         -
                                             --------  --------

Total                                         404,258   179,680
Less: current portion of long-term debt       208,298    87,500
                                             --------  --------

Long-term debt                               $195,960  $ 92,180
                                             ========  ========

</TABLE>



     Aggregate  maturities  of  long-term  debt  are  as  follows:
<TABLE>

<CAPTION>



<S>   <C>

1997  $236,855
1998   139,038
1999    55,458
2000    19,043
2001     7,119
      $457,513
      ========
</TABLE>



7.          COMMITMENTS  AND  CONTINGENT  LIABILITIES

     LEASES  -  The  Company  is  obligated  under  various  operating  lease
agreements for office and production space.  The agreements contain escalation
clauses and requirements that the Company pay taxes, insurance and maintenance
costs.    The  lease agreements for production space in the Philippines, which
expire  through  2001,  contain  provisions  pursuant to which the Company may
cancel  the leases at any time.  The annual rental for the leased space in the
Philippines is approximately $500,000.  For the years ended December 31, 1996,
1995  and  1994,  rent  expense  totaled  approximately $825,000, $500,000 and
$408,000,  respectively.

     At  December  31,  1996,  future  minimum  annual  rental  commitments on
noncancellable  leases  are  as  follows:
<TABLE>

<CAPTION>



<S>   <C>

1997  $314,000
1998   275,000
1999   275,000
2000    80,000
      --------

      $944,000
      ========
</TABLE>



     EMPLOYMENT  AGREEMENTS - The Company has an employment agreement with its
President  that  expires  on September 30, 1999, pursuant to which he receives
annual compensation consisting of $231,000 plus a bonus of up to an additional
15%  based upon performance criteria, and options to purchase 31,000 shares of
the  Company's  common stock in each year of the agreement at the market price
of  the  common  stock  at  each  date  of  grant.    In  addition, if certain
performance  criteria  are  achieved,  he is eligible to receive, on an annual
basis,  options to purchase up to an additional 30,000 shares of common stock.

     Furthermore,  if  the President is employed on September 30, 1999 and the
Company has met certain earnings criteria, as defined, for a period of 30 days
ending  October  30,  1999, he may "put" up to 400,000 shares of the Company's
common stock owned by him, to the Company at $5.00 per share.  If the "put" is
exercised,  payment  is  to be made in equal monthly installments over a three
year  period.

     OTHER COMMITMENTS - The Company has a commitment to  purchase a perpetual
license for certain production process software for cash totaling $190,000 and
35,000  shares  of the Company's common stock.  Payment is contingent upon the
successful  completion  and  testing of the software, expected to occur during
1997.    In  addition,  the  Company has contracts to purchase an aggregate of
$1,500,000  of  Philippine  pesos  on  various  dates  through  February 1997.

     The  Company  has  entered into agreements to lease production facilities
currently under construction in India.  Upon completion of the facilities, the
Company  will be obligated to make payments aggregating approximately $150,000
per  year  for  an  initial  term  of  five  years.

     Employees  at the Company's Manila facilities voted to join a union.  The
Company  reached  agreement in 1996 on a collective bargaining agreement which
provides  for  approximately 10% wage increases per annum plus one-half of any
government  mandated  increases  for  the  five  years  ended  March 31, 2001.

     PHILIPPINE  PENSION  REQUIREMENT  -  The  Philippine  government  enacted
legislation  requiring  businesses  to  provide  a lump-sum pension payment to
employees  working  at least five years and who are employed by the Company at
age  60.    Those  eligible  employees are to receive approximately 59% of one
month's  pay  for  each year of employment with the Company.  The terms of the
collective  bargaining  agreement  provide benefits similar to the government.
Based  on  actuarial  assumptions and calculations in accordance with SFAS No.
87, "Employers' Accounting for Pensions," the liability for the future payment
is  insignificant at December 31, 1996.  Under the legislation, the Company is
not  required  to  fund  future  costs,  if  any.

8.          CAPITAL  STOCK

     COMMON STOCK DIVIDEND - On August 9, 1994 the Board of Directors declared
a  5%  stock  dividend  to  holders  of  record on August 25, 1994, payable on
September 19, 1994.  All share and per share information have been adjusted to
reflect  such  dividend.

     COMMON  STOCK  AND REDEEMABLE WARRANTS - In August and September 1993 the
Company  sold  pursuant to a public offering 1,610,000 shares (1,690,500 after
dividend)  of  its  common  stock  at  $5.00  per share and 2,415,000 warrants
("Redeemable  Warrants")  at  $.10 per warrant and realized net proceeds after
all expenses of the offering of $6,752,585.  From August 10, 1994 until August
9,  1997  the holders may exchange four Redeemable Warrants for 1.05 shares of
common stock upon payment of $6.68 per whole share.  No fractional shares will
be  issued.    The  warrants are redeemable by the Company at $.10 per warrant
upon  30  days  prior  written  notice,  provided the closing bid price of the
common  stock  equals  or exceeds $9.50 per share for 20 trading days within a
period  of  30  consecutive  trading  days.

     In  connection with the offering, the Company sold to the underwriter for
nominal  consideration  warrants  to  purchase  up to 147,887 shares of common
stock at $7.81 per share and 210,000 warrants at $.157 per warrant to purchase
55,015  shares of common stock at $6.68 per share through August 9, 1998.  The
warrants  are  substantially identical to the Redeemable Warrants, except they
are  not  redeemable.    The  underwriter's  warrants  contain  piggy-back
registration rights for a period of seven years with respect to the underlying
securities  and a demand registration right for a period of five years for two
registration  filings,  one  of  which  is  at  the  Company's  expense.

     PREFERRED  STOCK - The Board of Directors is authorized to fix the terms,
rights,  preferences  and  limitations of the preferred stock and to issue the
preferred  stock  in  series  which differ as to their relative terms, rights,
preferences  and  limitations.  During 1995, the Company redeemed its Series A
and  Series  B  preferred  stock  for  an  aggregate  consideration of $2,000.

     COMMON  STOCK  RESERVED  - At December 31, 1996, the Company reserved for
issuance 2,878,637 shares of its common stock as follows: (a) 1,728,063 shares
pursuant  to the Company's Stock Option Plans (including 21,000 options issued
to the Company's Chairman which were not granted under the plans); (b) 632,672
shares  upon  conversion  of  Redeemable Warrants; (c) 202,902 shares issuable
upon  exercise of underwriter's warrants; and (d) 315,000 shares issuable upon
exercise  of  warrants  issued  to  consultants.

9.          STOCK  OPTIONS  AND  WARRANTS

STOCK  OPTIONS

     The Company adopted, with stockholder approval, 1993, 1994, 1995 and 1996
Stock  Option Plans (the "1993 Plan," "1994 Plan," "1994 DD Plan," "1995 Plan"
and the "1996 Plan") which provide for the granting of options to purchase not
more than an aggregate of 262,500, 315,000, 52,500, 600,000 and 500,000 shares
of  common  stock,  respectively,  subject  to  adjustment  under  certain
circumstances.    Such  options may be incentive stock options ("ISOs") within
the  meaning of the Internal Revenue Code of 1986, as amended, or options that
do  not  qualify  as  ISOs  ("Non-Qualified  Options").

     The  option exercise price per share may not be less than the fair market
value per share of common stock on the date of grant (110% of such fair market
value  for  an  ISO, if the grantee owns stock possessing more than 10% of the
combined  voting power of all classes of the Company's stock).  Options may be
granted  under  the Stock Option Plan to all officers, directors and employees
of the Company and, in addition, Non-Qualified Options may be granted to other
parties who perform services for the Company.  No options may be granted under
the  1993  Plan  after  April  30, 2003, under the 1994 Plan and 1994 DD Plan,
after May 19, 2004, under the 1995 Plan, after May 16, 2005 and under the 1996
Plan,  after  July  8,  2006.

     The  Plans  may be amended from time to time by the Board of Directors of
the  Company.    However,  the Board of Directors may not, without stockholder
approval,  amend  the  Plans  to increase the number of shares of common stock
which  may be issued under the Plans (except upon changes in capitalization as
specified  in  the Plans), decrease the minimum exercise price provided in the
Plans  or  change  the  class of persons eligible to participate in the Plans.

     The  Company  has  adopted the disclosure-only provisions of Statement of
Financial  Accounting  Standards  (SFAS)  No. 123, "Accounting for Stock Based
Compensation."    Accordingly, no compensation expense has been recognized for
stock  options  granted to employees.  Had compensation cost for the Company's
stock  option grants been determined based on the fair value at the grant date
for  awards  in  1996 and 1995 consistent with the provisions of SFAS No. 123,
the  Company's  net  loss  would have been $(738,987), or $(.16) per share, in
1996  and  net  income would have been $1,496,341, or $.32 per share, in 1995.
The  fair  value  of  options  at  date  of  grant  was  estimated  using  the
Black-Scholes  pricing  model with the following weighted average assumptions:
expected  life of four years; risk free interest rate of 6.4% in 1996 and 6.2%
in  1995;  expected volatility of 40%; and a zero dividend yield.  The effects
of  applying  SFAS  No.  123  in  this disclosure are not indicative of future
disclosures.    SFAS  No.  123  does  not  apply  to  awards  prior  to  1995.

<TABLE>

<CAPTION>



<S>               <C>               <C>           <C>          <C>        <C>          <C>        <C>

                                                                                                  WEIGHTED
                                                  WEIGHTED                                        AVERAGE
                                                  AVERAGE      WEIGHTED                WEIGHTED   FAIR
                  PER SHARE                       REMAINING    AVERAGE                 AVERAGE    VALUE,
                  RANGE OF          NUMBER        CONTRACTUAL  EXERCISE   NUMBER       EXERCISE   DATE OF
                  EXERCISE PRICES   OUTSTANDING   LIFE         PRICE      EXERCISABLE  PRICE      GRANT
                  ----------------  ------------  -----------  ---------  -----------  ---------  ---------

Balance 1/1/94    $    4.76 - 7.38      262,763             4  $    5.15
       Canceled   $           4.76       (8,400)
       Repriced   $    4.76 - 7.38     (241,763)
       Repriced   $    2.63 - 3.01      199,763             3  $    2.86
       Repriced   $    4.33 - 5.63       42,000             3  $    5.31
       Granted    $    2.63 - 3.25      220,600             5  $    2.63
       Granted    $    4.20 - 5.95       78,000             5  $    4.73
                                    ------------                                                           

Balance 12/31/94  $    2.63 - 3.25      420,363             4  $    2.74
                  $    4.20 - 5.95      132,600             4  $    4.92
                                    ------------                                                           
                                        552,963                               143,791  $    3.66

       Canceled   $    2.63 - 4.63      (24,275)
       Granted    $    3.38 - 4.63      274,550             5  $    3.91                          $    1.57
                                    ------------                                                           

Balance 12/31/95  $    2.63 - 3.25      398,088             3  $    2.75
                  $    3.38 - 5.95      405,150             3  $    4.31
                                    ------------                                                           
                                        803,238                               360,295  $    3.46

       Canceled   $           3.01         (500)
       Granted    $    2.31 - 3.93       89,000             5  $    3.06                          $    1.22
       Exercised  $    2.63 - 3.01      (22,937)
                                    ------------                                                           

Balance 12/31/96  $    2.31 - 3.25      416,151             3  $    2.71      334,541  $    2.96
                  $    3.38 - 5.95      452,650             3  $    4.23      267,473  $    4.39
                                                                          -----------                      
                                        868,801                               602,014
                                    ============                          ===========                      

</TABLE>



     The majority of options become exercisable one-third on each of the first
three  anniversary  dates.

WARRANTS

     In  February  1995,  the  Company  entered  into  financial  consulting
arrangements  with  an  entity  and  two  individuals  pursuant  to  which the
consultants  are  to  assist  the  Company for a two year period in merger and
acquisition  transactions  and developing financial strategies and plans.  Two
of  the  consultants  were  granted  warrants  to  purchase 150,000 and 50,000
shares,  respectively,  at  $4.50  per  share  exercisable  in  25% cumulative
quarterly  increments commencing April 1995 and expiring on December 31, 1997.
Another consultant was granted warrants to purchase 65,000 shares at $4.00 per
share  exercisable  in  25% cumulative increments commencing September 1, 1995
and  expiring on December 31, 1997.  All warrants contain demand and piggyback
registration  rights  after  the  warrants  first  become  exercisable.

     In  addition,  in  connection with a consulting agreement on December 18,
1995,  the  Company  issued  a warrant to purchase 50,000 shares at a price of
$3.8125  per  share.   The warrant is exercisable commencing December 18, 1996
and  expires  in  2000.

10.          REVENUES  AND  ACCOUNTS  RECEIVABLE

     During  1996,  1995  and  1994,  one customer that is comprised of twelve
affiliated  companies,  accounted  for  24%,  29% and 37% (14% from one of the
companies),  of  the  Company's  revenues,  respectively.  No  other  customer
accounted  for  10% or more of the Company's revenues.  Further, in 1996, 1995
and  1994, export revenues, all of which were derived from European customers,
accounted  for  19%,  18%  and  16%,  respectively,  of  total  revenues.

     A significant amount of the Company's revenues are derived from customers
in  the  publishing  industry.  Accordingly, the Company's accounts receivable
generally  include  significant  amounts  due  from  such  customers.

11.          COSTS  RESULTING  FROM  PROJECT  TERMINATION

     Costs  resulting  from  project  termination  represent the provision for
expenses  and  losses  that were attributable to the termination in 1994 of an
unprofitable  project  that  commenced  in  1993.

12.          SUBSEQUENT  EVENT

     In  January  1997,  the Company entered into a revolving credit agreement
with a bank providing for borrowings up to $1,000,000 for equipment purchases.
The  borrowings  will  convert to a term loan payable over a three year period
commencing January 1998.  During 1997 interest is payable at  % over prime and
interest has been fixed on the term loan at 10.1% per annum.  In addition, the
bank  has  provided  a  line  of  credit  up  to  $2,000,000 based on eligible
receivables,  as  defined.  Interest is payable at  % over prime.  The line of
credit  is reviewed annually on June 30 and borrowings are collateralized by a
lien  on  the  assets  of  the  Company.


13.          QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED)

Not  reviewed  by  independent  accountants.
<TABLE>

<CAPTION>


                               (in thousands, except per share)
<S>                           <C>        <C>      <C>        <C>

                              FIRST      SECOND   THIRD      FOURTH
                              QUARTER    QUARTER  QUARTER    QUARTER
1994

Revenues                      $  3,088   $ 3,414  $  3,702   $  4,141 
Net (loss) income                 (355)      134       244        284 
Net (loss) income per share   $   (.08)  $   .03  $    .06   $    .06 

1995

Revenues                      $  4,442   $ 5,219  $  5,532   $  5,574 
Net income                         316       372       408        415 
Net income per share          $    .07   $   .08  $    .09   $    .08 

1996

Revenues                      $  5,590   $ 5,250  $  4,951   $  4,745 
Net income (loss)                  326        13      (405)      (536)
Net income (loss) per share   $    .07   $     -  $   (.09)  $   (.11)

</TABLE>




<PAGE>
ITEM  9.    CHANGE  IN  ACCOUNTANTS

None


<PAGE>
                                   PART III

ITEM  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

OFFICERS  AND  DIRECTORS

     The  officers  and  directors  of  the  Company  are  as  follows:
<TABLE>

<CAPTION>



<S>                  <C>  <C>

NAME                 AGE  POSITION
-------------------  ---  ------------------------------------------------
Barry Hertz           47  Chairman of the Board, Chief Executive Officer

Alan Schnelwar        57  Senior Vice President and Director

Martin Kaye           49  Vice President - Finance, Secretary and Director

David Hubbard         39  Chief Technology Officer

E. Bruce Fredrikson   59  Director

Morton Mackof         49  Director

Todd Solomon          35  Director

Jack Spiegelman       58  Director

Stanley Stern         46  Director
</TABLE>



     On March 31, 1996, Track Data Corporation ("Track") merged (the "Merger")
into  Global  Market  Information,  Inc. ("Global").  Upon consummation of the
merger  the  name  Global  was changed to Track Data Corporation ("TDC" or the
"Company").

     BARRY  HERTZ  has  served  as  the Company's Chairman and Chief Executive
Officer  since  its  inception.  In April 1994 he was elected Secretary of the
Company  and  served until August 1994.  Mr. Hertz also founded Track in 1981.
He  was  Track's  sole  owner and its Chief Executive Officer until its merger
with  Global.    He  holds  a Masters degree in Computer Science from New York
University  (1973),  and  a  B.S.  degree in Mathematics from Brooklyn College
(1971).  Mr.  Hertz  is  also Chairman of Innodata Corporation ("Innodata"), a
public  company  co-founded  by  Mr.  Hertz,  of  which  TDC  is  a  principal
stockholder  and  which  is engaged in the data entry and conversion business.

     ALAN  SCHNELWAR  has  been  a  Vice  President  of Track in charge of the
Dial/Data  service  since  1988,  and  was elected President of the Company in
August  1994.    He served as President until March 1996 and became its Senior
Vice  President  upon the Merger.  He holds a B.S. degree in Civil Engineering
from  the  City  University  of  New  York  (1967).

     MARTIN  KAYE  has been Vice President-Finance and Director of the Company
since  April  1994.    He was elected Secretary of the Company in August 1994.
Mr.  Kaye  is  a certified public accountant and has served as Chief Financial
Officer  of  Innodata  since  October  1993 and was appointed as a Director in
March  1995.  He had been an audit partner with Deloitte & Touche LLP for more
than  five  years  until  his  resignation in 1993. Mr. Kaye holds a B.B.A. in
accounting  from  Baruch  College  (1970).

     DAVID  HUBBARD  has  served  as  Chief Technology Officer of Track and in
predecessor positions for more than five years and as Chief Technology Officer
of  the  Company  since  the  Merger.

     DR.  E.  BRUCE  FREDRIKSON  has been a Director of the Company since June
1994.  He is currently a professor of finance at Syracuse University School of
Management  where  he  has  taught  since  1966  and  has previously served as
chairman  of  the  finance department.  Dr. Fredrikson has a B.A. in economics
from  Princeton  University  and a M.B.A. and a Ph.D. in finance from Columbia
University.    He  serves  as director of Eagle Finance Corp., a company which
acquires and services non-prime automobile installment sales contracts.  He is
also  an  independent  general partner of Fiduciary Capital Partners, L.P. and
Fiduciary  Capital  Pension  Partners, L.P. He is also a director of Innodata.

     MORTON  MACKOF  has  been  a Director of the Company since April 1994 and
became  its  President in March 1996 upon the Merger and resigned as President
in  November  1996.    He was Executive Vice President of Track since February
1991  and  was elected its President in December 1994.   From 1986 to 1991, he
was  President  of Medical Leasing of America, Inc.  He holds a B.S. degree in
electrical  engineering  from  Rensselaer Polytechnic Institute (1970) and did
graduate  work  in  computer  science.    He  is  also a director of Innodata.

     TODD  SOLOMON  has  been  a Director of the Company since September 1994.
Mr.  Solomon  has  also  been  President  and a Director of Innodata since its
founding in 1988.  Since August 1995, Mr. Solomon has been the Chief Executive
Officer  of  Innodata.   Mr. Solomon holds an A.B. in history and physics from
Columbia  University  (1986).

     JACK  SPIEGELMAN  has  been  a  Director of the Company since April 1996.
Since  February  1996 he has been a registered representative of J. W. Charles
Securities,  Inc.  and prior thereto for more than five years was a registered
representative  of  Fahnestock & Company, Inc.  Mr. Spiegelman holds a B.A. in
economics  from  Brooklyn  College  (1963).

     STANLEY  STERN  has  been  a Director of the Company since April 1994 and
became  its Executive Vice President upon the Merger and resigned as Executive
Vice  President  in  December  1996.   Mr. Stern has served as Chief Operating
Officer  of  Track and in predecessor positions for more than five years.  Mr.
Stern  holds  a  B.B.A.  from Baruch College (1973).  He is also a director of
Innodata.

     First  Hanover Securities, Inc., the underwriter of the Company's initial
public offering, is entitled to designate one member of the Board of Directors
for  five  years  ending  August  10,  1999.   To date no such member has been
designated.    Directors are elected to serve until the next annual meeting of
stockholders  and  until  their successors are elected and qualified. Officers
serve  at the discretion of the Board. There are no family relationships among
directors  or  officers.

EXECUTIVE  COMPENSATION

     The  following  table sets forth information with respect to compensation
paid  by the Company or its predecessors, Track and Global, for services to it
during  the  three fiscal years ended December 31, 1996 to the Company's Chief
Executive  Officer and to the executive officers whose aggregate cash and cash
equivalent  compensation  exceeded  $100,000.

                          SUMMARY COMPENSATION TABLE
<TABLE>

<CAPTION>



<S>                           <C>     <C>         <C>       <C>  <C>         <C>       <C>

                                                                             NUMBER
                                                                             OF STOCK
                              FISCAL  ANNUAL                                 OPTIONS
NAME AND POSITION             YEAR    SALARY      BONUS          TOTAL       AWARDED
----------------------------  ------  ----------  --------       ----------  --------     

Barry Hertz                     1996  $  350,000  $      -       $  350,000    40,000
Chairman, CEO                   1995   1,173,000         -        1,173,000   100,000  (A)
                                1994   1,535,600         -        1,535,600   100,000

Alan Schnelwar                  1996  $  165,000  $      -       $  165,000    25,500
Senior Vice President           1995     170,000         -          170,000    40,000  (A)
                                1994     140,000         -          140,000    40,000

Morton Mackof                   1996  $  277,000  $      -       $  277,000    30,000
President (B)                   1995     308,600   240,000  (C)     548,600     2,000  (A)
                                1994     272,740         -          272,740     2,000

Stanley Stern                   1996  $  173,990  $      -       $  173,990    10,000
Executive Vice President (B)    1995     181,600         -          181,600     2,000  (A)
                                1994     179,433         -          179,433     2,000

David Hubbard                   1996  $  149,450  $      -       $  149,450    12,500
Chief Technology Officer        1995     141,283         -          141,283     1,000  (A)
                                1994     151,983         -          151,983     1,000
<FN>

(A)          Options  granted  in  1994  and  repriced  in  1995
(B)     Mssrs. Mackof and Stern resigned in November 1996 and December 1996, respectively.
(C)          Bonus  paid  by  issuance  of  60,000  shares  of the Company's common stock.
</TABLE>



     The  above  table  does  not include certain insurance and other personal
benefits,  the  total  value  of  which does not exceed $50,000 or 10% of such
person's  cash  compensation.

     Prior  to  the  Merger,  Mr. Hertz received compensation from Track, an S
Corporation 100% owned by Mr. Hertz.  In connection with the Merger, Mr. Hertz
agreed  to  receive  compensation  of  $350,000  for  1996  and  1997.


                       OPTION GRANTS IN LAST FISCAL YEAR
                               INDIVIDUAL GRANTS
<TABLE>

<CAPTION>



<S>             <C>        <C>             <C>       <C>          <C>                  <C>       <C>

                           PERCENT OF                             POTENTIAL REALIZED
                           TOTAL OPTIONS                          VALUE AT ASSUMED
                           GRANTED TO                             ANNUAL RATES OF
                NUMBER OF  EMPLOYEES                              STOCK APPRECIATION
                OPTIONS    IN FISCAL       EXERCISE  EXPIRATION   FOR OPTION TERM
NAME            GRANTED    YEAR            PRICE     DATE                          5%       10%
--------------  ---------  --------------  --------  -----------  -------------------  --------         

Barry Hertz        40,000            7.0%            $      2.00              4/2001   $22,400   $37,200

Alan Schnelwar     25,500            4.5%            $      2.00              4/2001   $14,280   $23,715

Morton Mackof      30,000            5.3%            $      2.00              4/2001   $16,800   $27,900

Stanley Stern      10,000            1.8%            $      2.00              4/2001   $ 5,600   $ 9,300

David Hubbard      12,500            2.2%            $      2.00              4/2001   $ 7,000   $11,625

</TABLE>




                AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
                         FISCAL YEAR END OPTION VALUES
<TABLE>

<CAPTION>



<S>             <C>          <C>                <C>

                             NUMBER OF
                             UNEXERCISED        VALUE OF  UNEXERCISED IN-
                             OPTIONS AT FISCAL  THE-MONEY OPTIONS AT
                SHARES       YEAR END           FISCAL YEAR END
                ACQUIRED ON  EXERCISABLE/       EXERCISABLE/
NAME            EXERCISE     UNEXERCISABLE      UNEXERCISABLE
--------------  -----------  -----------------  --------------------------

Barry Hertz               -      86,667/53,333  $                    - /$-

Alan Schnelwar            -      39,666/25,834  $                    - /$-

Morton Mackof             -      17,000/15,000  $                    - /$-

Stanley Stern             -        7,000/5,000  $                    - /$-

David Hubbard             -        7,250/6,250  $                    - /$-
</TABLE>



There  are  no  employment  agreements, stock appreciation rights or long-term
incentive  plans.

DIRECTORS  COMPENSATION

     Dr.  Fredrikson  and Mr. Spiegelman are compensated at the rate of $1,250
and  $1,000  per  month,  respectively,  plus  out-of-pocket expenses for each
meeting  attended.    No  other  director  is  compensated for his services as
director.

     Messrs.  Fredrikson  and Spiegelman will each receive options to purchase
5,000  shares  annually  under  the 1995 Disinterested Directors' Stock Option
Plan  as  compensation  for their services as administrators of the 1995 Stock
Option  Plan.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     For  the  Company's  fiscal  year ended December 31, 1996, Messrs. Hertz,
Mackof,  Stern,  Schnelwar  and  Kaye  were  officers  of the Company and were
members  of  the  Board of Directors (there is no compensation committee). Mr.
Hertz  is  Chairman of Innodata Corporation and Mr. Solomon, a director of the
Company,  is  President  and  a director of Innodata Corporation.  Mr. Kaye is
chief financial officer and a director of Innodata Corporation. Messrs. Mackof
and  Stern  are  also  directors  of  Innodata  Corporation.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

     The  Company believes that during the period from January 1, 1996 through
December  31,  1996  all  Section  16(a) filing requirements applicable to its
officers,  directors  and  greater  than  ten-percent  beneficial  owners were
complied  with.

<PAGE>
ITEM  12.    SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth,  as of February 28, 1997, information
regarding  the  beneficial  ownership of the Company's Common Stock based upon
the most recent information available to the Company for (i) each person known
by  the  Company  to  own  beneficially  more  than  five  (5%) percent of the
Company's  outstanding  Common  Stock, (ii) each of the Company's officers and
directors  and  (iii)  all  officers  and directors of the Company as a group.
Unless  otherwise indicated, each stockholder's address is c/o the Company, 56
Pine  Street,  New  York,  New  York  10005.


                                       SHARES OWNED BENEFICIALLY (1)
<TABLE>
<CAPTION>
<S>                                      <C>            <C>

NAME                                     NO. OF SHARES  % OF CLASS 
---------------------------------------  -------------  -----------

Barry Hertz (2)                             12,118,000        81.6%

Morton Mackof (3)                              273,405         1.9%

Stanley Stern (4)                               38,434           *

Alan Schnelwar (5)                              61,500           * 

Martin Kaye (6)                                 21,250           * 

David Hubbard (7)                               50,562           * 

Todd Solomon (8)                                15,250           * 

Jack Spiegelman (9)                              6,000           * 

E. Bruce Fredrikson (10)
Syracuse University
School of Management
Syracuse, NY 13244                              21,000           * 

All Officers and Directors as a Group
(nine persons)(2)(3)(4)(5)(6)(7)(8)(9)(10)  12,605,401        84.0%
 ---------------
<FN>

*  =  less  than  1%
</TABLE>



(1)        Except as noted otherwise, all shares are owned beneficially and of
record.    Based  on  14,731,452  shares  outstanding.
(2)        Consists of 11,798,000 shares owned by Mr. Hertz and 200,000 shares
owned  by  Trusts  established  in  the  names  of Mr. Hertz's children.  Also
includes 120,000 options which are presently exercisable from aggregate grants
to  purchase  140,000  shares  of  Common Stock granted to Mr. Hertz under the
Company's    Stock  Option  Plans.
(3)          Consists of 17,000 shares issuable upon the exercise of presently
exercisable options granted under the Company's Stock Option Plans and 256,405
shares  held  in  the  Track  Data  Phantom Unit Trust (the "TDC Trust") to be
released  upon  his termination of employment, or earlier with approval of the
Board  of  Directors.
(4)          Consists  of 7,000 shares issuable upon the exercise of presently
exercisable  options granted under the Company's Stock Option Plans and 31,434
shares  held  in  the  TDC  Trust  to  be  released  upon  his  termination of
employment,  or  earlier  with  approval  of  the  Board  of  Directors.
(5)      Consists of 6,000 shares owned of record, 53,000 shares issuable upon
the  exercise  of  presently  exercisable  options granted under the Company's
Stock  Option  Plans  and  2,500  shares  exercisable  pursuant  to  warrants.
(6)        Consists of 500 shares owned of record, 20,500 shares issuable upon
the  exercise  of  presently  exercisable  options granted under the Company's
Stock  Option  Plans  and  250  shares  exercisable  pursuant  to  warrants.
(7)      Consists of 500 shares owned of record, 7,250 shares issuable upon
the  exercise  of  presently  exercisable  options granted under the Company's
Stock  Option  Plans  and  250  shares  exercisable  pursuant  to  warrants
and 42,562 shares held in the TDC Trust to be released upon his termination
of employment, or earlier with approval of the Board of Directors.
(8)      Consists of 1,500 shares owned of record, 13,000 shares issuable upon
the  exercise  of  presently  exercisable  options granted under the Company's
Stock  Option  Plans  and  750  shares  exercisable  pursuant  to  warrants.
(9)      Consists of 1,000 shares owned by his wife as to which Mr. Spiegelman
disclaims  beneficial  interest and 5,000 shares issuable upon the exercise of
presently  exercisable options granted under the Company's Stock Option Plans.
(10)       Consists of 1,000 shares owned of record and 20,000 shares issuable
upon  presently  exercisable  options granted under the Company's Stock Option
Plans.

ITEM  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     During  1995 Track made cash advances to Mr. Hertz, without interest, and
to  three  real  estate  partnerships  owned  by  Mr. Hertz and members of his
family,  with  interest at 6% per annum.  The loans were unsecured and totaled
approximately  $873,000  in  the aggregate.  These amounts were transferred to
Mr.  Hertz  in partial satisfaction of a dividend declared prior to the Merger
in  accordance  with  the  terms  of  the  Merger  Agreement.   TDC guarantees
mortgages  on  two  real estate partnerships owned by Mr. Hertz and members of
his  family. At December 31, 1996, such mortgages provided for interest at 10%
per  annum  and  had balances of $1,890,000 due May 2000 and $997,000 due June
1998.    Track  also  made  cash advances with interest principally at 1% over
prime  (9.25%  at  December  31,  1996)  and  performed  certain  services for
Newsware,  Inc.,  a  company  in  the  business  of  delivering and processing
real-time  news, which is controlled by Mr. Hertz and Morton Mackof.  Newsware
has  incurred  losses since its inception.  TDC provides facilities management
and  other  services  to  Newsware.   Track provided such services to Newsware
without  charge  in  1996  and 1995.  Such services have an estimated value of
$100,000.   The cash advances made by Track were approximately $572,000 during
1996.   At December 31, 1996, Newsware was indebted to Track for approximately
$1,260,000,  including  accrued interest.  The advances made in 1996 were made
pursuant  to  a  note  due  December  1997,  bearing  interest at 9%, which is
convertible  to  a  25%  common  stock  interest  in  Newsware.

     See  Item  2.  "Properties"  for  information on leases from partnerships
affiliated  with  Mr.  Hertz.

IV-1


<PAGE>
                                    PART IV


ITEM  14.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits
<TABLE>

<CAPTION>



<S>       <C>

EXHIBIT   DESCRIPTION
--------  --------------------------------------------------------------------------------------
  3.1     Certificate of Incorporation, as amended (1)
  3.2     By-Laws (1)
  4.1     Form of Warrant Agreement (1)
  4.2     Specimens of Common Stock and Redeemable Warrant certificates (1)
10.1      Agreement dated July 1, 1993 among TDC, Warner Insurance Services, Inc. and Warner Information
          Technologies, Inc. (1)
10.2      Agreement dated as of July 1, 1992 among TDC, Warner Insurance Services, Inc. and Warner Information
          Technologies, Inc. (1)
10.3      1994 Stock Option Plan (1)
10.4      Form of indemnity agreement with directors (1)
10.5      Dial Data Marketing Agreement dated April 22, 1993 between TDC and Omega Research Inc. (subject to request
          for confidential treatment) (1)
10.6      Dial Data Marketing Agreement dated August 1, 1992 between TDC and Equis International (subject to request
          for confidential treatment) (1)
10.7      Agreement dated September 29, 1986 between Hale Systems and CSI/Criterion Software (subject to request for
          confidential treatment) (1)
10.8      Form of Database Management Agreement with Track Data Corporation (1)
10.9      Form of Asset Purchase Agreement between the Company and TDC (1)
10.10     Agreement of Purchase and Sale between the Company and AIQ dated October 2, 1994 as amended on October
          17, 1994 (2)
10.11     Agreement of Purchase and Sale between the Company and All-Quotes dated October 13, 1994, as amended
          January 9, 1995 (3)
10.12     1995 Stock Option Plan (4)
10.13     1995 Disinterested Directors' Stock Option Plan (5)
10.14     Merger Agreement between the Company and TDC (6)
10.15     1996 Stock Option Plan (7)
23        Consent of Grant Thornton LLP filed herewith
23.1      Consent of Richard A. Eisner & Company LLP filed herewith
23.2      Consent of Deloitte Touche Tohmatsu filed herewith
23.3      Consent of Margolin, Winer & Evens LLP filed herewith
27        Financial Data Schedule filed herewith
_ _ _ _ 
<FN>

(1)          Previously  filed  as  exhibit  to  Form  S-1  Registration  Statement  No.  33-78570.
(2)          Previously  filed  as  exhibit  to  Form  8-K  dated  as  of  October  17,  1994.
(3)          Previously  filed  as  exhibit  to  Form  8-K  dated  as  of  January  9,  1995.
(4)          Previously  filed  as  Exhibit  A  to  Definitive  Proxy  for  August  10,  1995,  Annual  Meeting  of  Stockholders
(5)          Previously  filed  as  Exhibit  B  to  Definitive  Proxy  for  August  10,  1995,  Annual  Meeting  of  Stockholder
(6)          Previously  filed  as  Appendix  A  to  Definitive  Proxy  for  March  19,  1996,  Special  Meeting  of  Stockholders
(7)          Previously  filed  as  Appendix  A  to  Definitive  Proxy  for  November  7,  1996,  Annual  Meeting  of  Stockholders
</TABLE>



(b)  Reports  on  Form  8-K  during  fourth  quarter

None


<PAGE>
                                  SIGNATURES


     In  accordance  with  Section  13  or  15(d)  of  the  Exchange  Act, the
registrant  caused  this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

TRACK  DATA  CORPORATION


By          /s/
            ---
Barry  Hertz,  Chairman  of  the  Board



     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the  dates  indicated.
<TABLE>

<CAPTION>



<S>                  <C>                                  <C>

SIGNATURE            TITLE                                DATE
-------------------  -----------------------------------  --------------

    /s/              Chairman of the Board and            March 25, 1997
-------------------                                                     
Barry Hertz          Chief Executive Officer

    /s/              Senior Vice President and Director   March 25, 1997
-------------------                                                     
Alan Schnelwar

    /s/              Vice President - Finance, Secretary  March 25, 1997
-------------------                                                     
Martin Kaye          and Director

    /s/              Director                             March 25, 1997
-------------------                                                     
E. Bruce Fredrikson

    /s/              Director                             March 25, 1997
-------------------                                                     
Morton Mackof

    /s/              Director                             March 25, 1997
-------------------                                                     
Todd Solomon

    /s/              Director                             March 25, 1997
-------------------                                                     
Jack Speigelman

    /s/              Director                             March 25, 1997
-------------------                                                     
Stanley Stern
</TABLE>