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, 1997
                                            -----------------

/ /     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



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,  1998  of  $1.56  per  share.  $3,238,578

State  the  number  of  shares  outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.
  14,206,917 SHARES OF COMMON STOCK, $.01 PAR VALUE, AS OF FEBRUARY 28, 1998

                      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 ("TDC" or 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.  Global,  as  the surviving corporation, assumed all of Track's assets,
liabilities  and  obligations.

     On  November  7, 1997, Barry Hertz, Chairman and principal stockholder of
the  Company,  transferred  his 100% ownership in Newsware, Inc. ("NW") to the
Company  for  no  consideration.  NW  owed Mr. Hertz approximately $1,025,000,
which  was  contributed  to capital prior to this transaction, and NW owed the
Company  approximately  $1,200,000,  net  of  reserves,  at  the  time of this
transaction.  NW  is  a  provider  of  on-line  news  information  services.

     For  accounting  purposes,  the  Merger  in  1996  and  subsequently  the
contribution  of  NW  in  1997  were treated as combinations of entities under
common  control  similar  to pooling-of-interests. Accordingly, the historical
financial  position  and  results  of operations of Track, Global and Newsware
have  been  combined  for  all  periods  presented.

     Track  Data  Corporation  has been a supplier of electronically delivered
financial  information  since  1981.  TDC  provides real-time financial market
data,  financial  data  bases, 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 is a real-time quote processing and analytical system that
provides  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  strategists  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  and MarkeTrack 98 are quotation systems that provide
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 and MarkeTrack 98 provide real-time access to those who
use  such  information  in  their  daily  work.

-          NewsWatch  and NewsWeb provide a consolidated feed of multiple news
sources  on  a  real-time  basis that affords users the benefit of knowing and
reacting  first  to  events  that  may  affect  them  in  their  business  or
investments.

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


MARKETRACK

     TDC's  MarkeTrack  offers  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. It 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,  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.

     The  service  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. It runs under Windows NT, DOS and UNIX
operating  systems  on  a  wide  variety  of personal computer and workstation
platforms.

     Pricing  and Customers. Customers are charged a monthly service fee and a
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 3,000 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 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,  Windows on Wall Street 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 royalties, 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  and the Internet. The networks currently being used to provide local
access  are  Compuserve  Data Network, 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, 1997, 1996 and 1995 there were approximately 25,000,
23,500 and 20,000 customers  of  the  Dial/Data  service,  respectively.


TRACK  ONLINE  AND  MARKETRACK  98  SERVICES

     The  Track  OnLine  and MarkeTrack 98 services provide 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 Autonet. The
Track  OnLine service is also available through the Internet. Track OnLine and
MarkeTrack  98  are 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.

     MarkeTrack  98  provides  dynamic  applications including: Scrolling news
headlines,  customized  monitor  displays,  times  and  sales, option display,
future  chains,  select  tickers, DDE links and fundamental quotes. The system
also  offers  news,  price and volume alerts, news recall, historical pricing,
market  statistics,  volatility summaries, and historical transaction logs all
in  the  basic  package.  Available  add-on  services  include  real-time  and
historical  charting  with  technical  studies,  over  a dozen additional news
sources, Nasdaq Level II, and financial databases covering earnings estimates,
institutional  holdings,  fundamental  data  and  market  synopsis.

     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,  1997,  1996 and 1995 the Company had approximately 1,500, 1,400 and 1,200
monthly  rate  users,  respectively.



 NEWSWATCH  AND  NEWSWEB  SERVICES

     The  market  focus  of NewsWatch and NewsWeb is the business professional
who  "must  know  first."  It  may  be  a  trader,  banker,  research analyst,
investment  relations  professional,  corporate  executive,  or any "knowledge
worker"  who  needs  real-time  information  for  making  day  to day business
decisions.  The  service  provides  enterprise  wide solutions to corporations
needing to deliver external/internal real-time information to their "knowledge
workers,"  leveraging internal networks and/or intranets. The service includes
a  high-speed consolidated news ticker, an NT-resident database with full-text
indexing,  access  to  a  variety  of  third-party  databases,  and  multiple
domestic/international  exchanges,  all  via  a state of the art user-friendly
presentation  environment.

     NewsWeb  is a browser-based interface, bringing all the advantages of our
news  collection  and  delivery  service  to  the  web  environment.  It  is
particularly  appropriate  for  corporations  who are comfortable with browser
technology  and  need  access  to  real-time  business news for their end-user
population  via  an  internal  intranet  or  the  World  Wide  Web.

     Pricing  and Customers. Customers are charged a monthly service fee and a
communications  or  location  charge, which varies typically with the location
and  size  of  the customer installation. Service charges vary with the number
and  types  of  functions/news sources to which the user subscribes. A typical
installation  is  approximately  $300/month  at the 5-user level and is scaled
down  with  increased  users  at  a  location.


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  list  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 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,  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,  as well as NewsWatch and NewsWeb services, are marketed
primarily  through  a  dedicated  sales force, including 15 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.

     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, the services are exhibited 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 royalties
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  data  base  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.

     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
MarkeTrack,  Track  OnLine,  Dial/Data  and Newsware services can be purchased
From  third  party  sources  and  is  not  proprietary.  The Company maintains
proprietary economic and historical financial databases.  The Company protects
its proprietary  information  with  standard  secrecy agreements.

     MarkeTrack,  NewsWatch, 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,  OpTrack  and  TOG  in  a  highly
competitive  market  in which it competes with other distributors of financial
and  business  information, many of which 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,  the  quality  and
reliability  of  its  data,  the extent and breadth of historical information,
ease  of  access  and  the negotiation of agreements with vendors that provide
royalty  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.

     The  Company  offers its Newsware services in a highly competitive market
in  which  it  competes  with  other distributors of news information, many of
which have substantially greater financial resources. Newsware 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. Newsware's principal
competitors  are NewsEdge Corp., Retrieval Technologies,  Inc. and WavePhore's
Newscast  service.

     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 enhance 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,  1997.  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. The Brooklyn, NY
location  is  leased  from  a  family  partnership controlled by the Company's
Chairman  and  Chief  Executive  Officer.  The  annual rental of approximately
36,000  square  feet  is approximately $480,000. The Company believes that the
terms  of  this  lease are at least as favorable to it as terms which it would
have  obtained  in  a  comparable  transaction  with  unaffiliated  persons.

     The  Company  leased  its  New  York,  NY  property  from  another family
partnership  until  the  sale  of  that property in February 1998. The Company
currently  leases  this  property  comprising  33,600  square  feet  from  an
unaffiliated  third  party for a seven year period with base rent of $487,000,
subject  to  annual increases of 2.5% plus payment for electric and a share of
increases  in  taxes.

     The Company's offices in Chicago, IL, Los Angeles, CA, San Francisco, CA,
Boston,  MA,  Incline  Village, NV, Philadelphia, PA, Dallas, TX, Minneapolis,
MN,  Boca  Raton,  FL  and  Toronto and Montreal, Canada with aggregate annual
rentals  of  $489,000  expire  at various dates through 2002. The Company also
maintains  a full  service  office in London, England under a lease for annual
rentals  of  $81,000  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 December 18, 1997 Annual
Meeting  of  Stockholders.  The  total  shares  voted  were  13,604,225.


                         FOR         AGAINST     ABSTAIN  WITHHELD
                         ----------  ----------  -------  --------

ELECTION OF DIRECTORS:   13,558,575                         45,650
E. Bruce Fredrikson      13,558,575                         45,650
Barry Hertz              13,558,575                         45,650
Martin Kaye              13,558,575                         45,650
Morton Mackof            13,550,075                         54,150
Alan Schnelwar           13,558,575                         45,650
Todd Solomon             13,550,075                         54,150
Jack Spiegelman          13,550,075                         54,150
APPOINTMENT OF AUDITORS              13,577,975   17,550     8,700




<PAGE>
                                    PART II


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

     The Company's Common Stock is quoted on the Nasdaq National Market System
under  the  symbol "TRAC." On February 28, 1998, there were 72 stockholders of
record  of  the  Company's  Common  Stock 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  table  sets  forth  the high and low sales prices for the
Company's  Common  Stock  as  reported  on  Nasdaq  NMS.

          COMMON  STOCK  SALE  PRICE
          --------------------------
                HIGH     LOW
                -------  ------
1996
--------------
First Quarter     5-3/8   3-1/2
Second Quarter        5   2-1/2
Third Quarter     3-1/8   1-1/4
Fourth Quarter    1-3/4       1

1997
--------------
First Quarter     1-7/8       1
Second Quarter    2-1/4  1-5/32
Third Quarter   1-11/16   1-1/4
Fourth Quarter    1-1/2   1-1/8


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

<TABLE>
<CAPTION>
<S>                                             <C>       <C>       <C>          <C>       <C>

YEAR ENDED DECEMBER 31,                            1997      1996         1995      1994      1993
                                                -------   -------   ----------   -------   -------
                                                                    (In thousands)

SERVICE FEES AND REVENUE                        $47,631   $48,031   $   45,162   $40,825   $33,911
                                                -------   -------   ----------   -------   -------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                      25,629    26,283       25,409    21,690    18,126
     Selling and administrative expenses         19,410    20,530       23,273    19,272    15,468
     Deferred compensation expense                    -       295        2,946       901         -
     Interest expense (net of interest income)      719     1,008          950       628       586
                                                -------   -------   ----------   -------   -------

                    Total                        45,758    48,116       52,578    42,491    34,180
                                                -------   -------   ----------   -------   -------

INCOME (LOSS) FROM OPERATIONS                     1,873       (85)      (7,416)   (1,666)     (269)

OTHER INCOME (EXPENSE)                                -       288          468        93       (40)
                                                -------   -------   ----------   -------   -------

INCOME (LOSS) BEFORE INCOME
     TAXES AND EQUITY IN NET
     (LOSS) INCOME OF AFFILIATE                   1,873       203       (6,948)   (1,573)     (309)

INCOME TAXES (BENEFIT)                              299       526         (708)      (62)      105
                                                -------   -------   ----------   -------   -------

INCOME (LOSS) BEFORE
     EQUITY IN NET (LOSS)
     INCOME OF AFFILIATE                          1,574      (323)      (6,240)   (1,511)     (414)

EQUITY IN NET (LOSS)
   INCOME OF AFFILIATE                           (1,146)     (184)         422        89       218
                                                -------   -------   ----------   -------   -------

NET INCOME (LOSS)                               $   428   $  (507)  $   (5,818)  $(1,422)  $  (196)
                                                =======   =======   ==========   =======   =======

BASIC AND DILUTED NET
   INCOME (LOSS) PER SHARE                         $.03     $(.03)       $(.42)    $(.11)    $(.02)
                                                   ====     =====        =====     =====     =====

WEIGHTED AVERAGE
    SHARES OUTSTANDING                           14,555    14,622       13,911    12,849    12,240
                                                =======   =======   ==========   =======   =======



DECEMBER 31,                                       1997      1996         1995      1994      1993
                                                -------   -------   ----------   -------   -------
                                                                   (In thousands)

TOTAL ASSETS                                    $18,312   $20,679   $   26,297   $25,494   $16,732
TOTAL LIABILITIES                                11,683    14,743       21,540    15,613    11,516
STOCKHOLDERS' EQUITY                              6,629     5,936        4,757     9,881     5,216
</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, Dial/Data, Track OnLine, NewsWatch and  NewsWeb.
Its  AIQ  Systems  division  provides  expert  systems  software,  including
artificial  intelligence  products  for  market  timing  and  stock selection.

YEAR  ENDED  DECEMBER  31,  1997  AND  1996

     Revenues  for  the year ended December 31, 1997 and 1996 were $47,631,000
and  $48,031,000,  respectively.

     Direct  operating costs were $25,629,000 for 1997 and $26,283,000 for the
similar period in 1996.  Direct operating costs as a percentage of revenues
were 54% in 1997 and 55% in 1996. Direct operating costs include direct
payroll, direct  telecommunication  costs,  computer  supplies, depreciation,
equipment lease expense and the amortization of software  development  costs.

     Selling  and  administrative expenses were $19,410,000 and $20,530,000 in
the  1997  and 1996 periods, respectively, a decrease of 5% in the 1997 period
from  the  1996 period. Selling and administrative expenses as a percentage of
revenues  was  41% in 1997 and 43% in 1996. The dollar and percentage decrease
primarily reflects a reduction of approximately $900,000 in salary expense, as
well  as  reductions in advertising, communications and other office expenses,
offset  by  a  charitable  contribution  of Innodata common stock of $690,000.

     Deferred  compensation  expense  was  $295,000  in  1996  related  to the
Company's  phantom  stock  plan  which  was discontinued as of March 31, 1996.

     Net interest expense decreased to  719,000 in the 1997 period compared to
$1,008,000  in  1996  due  to  decreased  borrowings.

     Other  income  was  $288,000 in 1996, resulting principally from Innodata
Corporation common stock placed in a trust to satisfy obligations to
employees. 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 $526,000 is due principally
to  an  increase in the Company's deferred tax valuation allowance and in both
1997  and 1996, losses from Newsware for which no tax benefit was available to
the  Company.

     As  a  result of the above mentioned factors, the Company realized income
before  equity  in  net  loss of an affiliate of $1,574,000 in the 1997 period
compared  to a loss before equity in net loss of an affiliate of $(323,000) in
1996.

     The  equity  in  net  loss  from  an affiliate, Innodata Corporation, was
$1,146,000  in  the 1997 period and $184,000 in 1996. The 1997 loss included a
significant  charge  by  the  affiliate  for  restructuring costs and an asset
impairment write-down as well as losses on foreign currency futures contracts.
As  a result of this loss the Company's net income was reduced to $428,000 for
the  year  ended  December  31,  1997.


YEARS  ENDED  DECEMBER  31,  1996  AND  1995

     For  the  year  ended  December  31,  1996,  the  Company's revenues were
$48,031,000, an increase of 6% over revenues for the similar period in 1995 of
$45,162,000. The increase in revenues is primarily attributable to an increase
in  the  subscriber  base  for  the  Company's  Dial/Data  service.

     Direct  operating  costs  were  $26,283,000  for  the year ended December
31,1996  and  $25,409,000  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.

     Selling  and  administrative expenses were $20,530,000 and $23,273,000 in
the  years  1996  and  1995,  respectively,  a  decrease  of  12%. Selling and
administrative expenses as a percentage of revenues was 43% in 1996 and 52% 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  in 1995 with no such
expenses  in  1996.

     The  Company  incurred  deferred compensation expense of $295,000 in 1996
and  $2,946,000  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  $288,000  for  the  year  ended December 31, 1996 and
$468,000  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 $526,000 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  and  Newsware as S corporations provided no corporate tax
benefit.

     As  a  result  of the above mentioned factors, the Company realized a net
loss  of  $507,000  in  1996  compared  to a loss of $5,818,000 in 1995, which
included equity in the net loss of an affiliate of $184,000 in 1996 and equity
in  net  income  from  that  affiliate  of  $422,000  in  1995.


LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  years  ended  December  31,  1997  and 1996 cash provided by
operating activities was $6,108,000 and $4,106,000, respectively. The increase
was  due  principally  to increased income from operations. Cash flows used in
investing  activities  was  $1,488,000  and  $1,165,000  for  the  years ended
December  31, 1997 and 1996, respectively. Purchases of fixed assets decreased
by $412,000 in  1997 compared to 1996, offset by increased payments of related
party debt. Cash used in financing activities was $4,094,000 and $4,855,000
for  the  years ended December 31, 1997 and 1996, respectively. The decrease
in 1997 is primarily due to lower payments on bank debt  offset  by  increased
purchases  of  treasury  stock.

     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  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 customer  requirements.

     The  Company  has  initiated  a  program  to prepare computer systems and
applications  for  the  Year 2000. The Company expects to incur internal staff
costs  as  well as consulting and other expenses related to infrastructure and
facilities  enhancements necessary to prepare the systems for the Year 2000. A
portion  of  such costs are not likely to be incremental costs to the Company,
but  rather will represent the redeployment of existing information technology
resources. The Company is also communicating with customers and suppliers with
whom it conducts business to help identify and resolve the Year 2000 issue. It
is  possible  that  if  all aspects of the Year 2000 issues are not adequately
resolved  by  these  parties, the Company's future business operations and, in
turn,  its  financial  position  and results of operations could be negatively
impacted. Management has not yet quantified the Year 2000 compliance and other
related  expenses,  however,  management  believes these costs will not have a
material  affect  on  its  financial  position.


INFLATION  AND  SEASONALITY

     To  date,  inflation  has  not  had a significant impact on the Company's
operations.  The  Company's  revenues  are  not  affected  by  seasonality.

<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS

     INDEX  TO  FINANCIAL  STATEMENTS
                                                                 PAGE
                                                                 --------

TRACK DATA CORPORATION AND SUBSIDIARIES

Independent Auditors' Report                                     II-7

Consolidated Balance Sheets as of December 31, 1997 and 1996     II-8

Consolidated Statements of Operations for the three years ended  II-9
December 31, 1997, 1996 and 1995

Consolidated Statements of Stockholders' Equity for the three    II-10
years ended December 31, 1997, 1996 and 1995

Consolidated Statements of Cash Flows for the three years ended  II-11
December 31, 1997, 1996 and 1995

Notes to Consolidated Financial Statements                       II-12-21


INNODATA CORPORATION AND SUBSIDIARIES - SIGNIFICANT SUBSIDIARY

Independent Auditors' Reports                                    II-22-23

Consolidated Balance Sheets as of December 31, 1997 and 1996     II-24

Consolidated Statements of Operations for the three years ended  II-25
December 31, 1997

Consolidated Statements of Stockholders' Equity for the three    II-26
years ended December 31, 1997

Consolidated Statements of Cash Flows for the three years        II-27
ended December 31, 1997

Notes to Consolidated Financial Statements                       II-28-36





<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, 1997 and 1996,
and  the  related  consolidated statements of operations, stockholders' equity
and  cash  flows  for each of the three years in the period ended December 31,
1997.  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 Track Data
Corporation  and  subsidiaries  as  of  December  31,  1997  and 1996, and the
consolidated results of their operations and their consolidated cash flows for
each  of  the  three years in the period ended December 31, 1997 in conformity
with  generally  accepted  accounting  principles.


Grant  Thornton  LLP
Melville,  New  York
February  27,  1998



<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                                               <C>           <C>

                                                                                         1997          1996
                                                                                  -----------   -----------

ASSETS

CASH AND EQUIVALENTS                                                              $   579,214   $    65,589

ACCOUNTS RECEIVABLE - net of allowance for doubtful accounts of
     $159,000 in 1997 and $154,000 in 1996  (Note A)                                1,955,142     1,642,631

FIXED ASSETS - at cost (net of accumulated depreciation) (Notes A, B and H)         8,876,718     9,656,201

SOFTWARE - at cost (net of  accumulated amortization of $5,650,952 in 1997
     and $5,488,946 in 1996)  (Note A)                                                231,967       370,482

DATABASE COSTS - at cost (net of accumulated amortization of $970,050 in
     1997 and $808,342 in 1996)  (Note A)                                             647,171       808,880

INVESTMENT IN AFFILIATE  (Notes A, C and L)                                           741,285     2,577,662

DUE FROM RELATED PARTIES  (Note D)                                                    246,867       217,746

EXCESS OF COST OVER NET ASSETS ACQUIRED (Note A)                                    3,312,613     3,581,029

NET DEFERRED INCOME TAX ASSETS  (Notes A and G)                                       585,000       320,000

OTHER ASSETS                                                                        1,136,654     1,438,657
                                                                                  -----------   -----------

TOTAL                                                                             $18,312,631   $20,678,877
                                                                                  ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                        $ 4,408,042   $ 4,544,317
     Note payable - bank  (Note E)                                                  2,373,199     2,787,082
     Acquisition notes payable                                                              -       208,333
     Notes payable - other  (Note F)                                                  664,824     2,444,357
     Capital lease obligations  (Note H)                                            3,121,502     4,185,017
     Unearned revenues  (Note A)                                                      200,077       255,614
     Other liabilities, including income taxes  (Notes G and I)                       915,554       317,768
                                                                                  -----------   -----------

                    Total liabilities                                              11,683,198    14,742,488
                                                                                  -----------   -----------

COMMITMENTS AND CONTINGENCIES  (Notes H and L)

STOCKHOLDERS' EQUITY (Notes A, I, J, K and L)
     Common stock - $.01 par value; 30,000,000 shares authorized; issued and
          outstanding - 14,308,967 shares in 1997 and 14,782,552 shares in 1996       143,090       147,826
     Additional paid-in capital                                                    14,417,325    14,125,989
     Foreign currency translation adjustment                                           22,999        44,085
     Deficit                                                                       (7,953,981)   (8,381,511)
                                                                                  -----------   -----------

                    Total stockholders' equity                                      6,629,433     5,936,389
                                                                                  -----------   -----------

TOTAL                                                                             $18,312,631   $20,678,877
                                                                                  ===========   ===========

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







<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>

<CAPTION>



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

                                                          1997          1996          1995
                                                   -----------   -----------   -----------

SERVICE FEES AND REVENUE  (Note A)                 $47,630,842   $48,030,735   $45,161,850
                                                   -----------   -----------   -----------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                         25,628,664    26,283,146    25,408,571
     Selling and administrative expenses            19,409,969    20,529,636    23,273,086
     Deferred compensation expense  (Note I)                 -       294,893     2,946,128
     Interest expense (net of interest income
           of $41,630, $148,788 and $225,134
           in 1997, 1996 and 1995,  respectively)      719,246     1,008,083       950,084
                                                   -----------   -----------   -----------

                    Total                           45,757,879    48,115,758    52,577,869
                                                   -----------   -----------   -----------

INCOME (LOSS) FROM OPERATIONS                        1,872,963       (85,023)   (7,416,019)
                                                   -----------   -----------   -----------

OTHER INCOME:
     Gain on securities                                      -       288,419       452,518
     Other                                                   -             -        15,627
                                                   -----------   -----------   -----------

                                                             -       288,419       468,145
                                                   -----------   -----------   -----------

INCOME (LOSS) BEFORE INCOME
     TAXES AND EQUITY IN NET
     (LOSS) INCOME OF AFFILIATE                      1,872,963       203,396    (6,947,874)

INCOME TAXES (BENEFIT) (Notes A and G)                 299,433       525,969      (707,926)
                                                   -----------   -----------   -----------

INCOME (LOSS) BEFORE EQUITY
      IN NET (LOSS) INCOME
      OF AFFILIATE                                   1,573,530      (322,573)   (6,239,948)

EQUITY IN NET (LOSS) INCOME
      OF AFFILIATE (Notes A and C)                  (1,146,000)     (184,355)      421,627
                                                   -----------   -----------   -----------

NET INCOME (LOSS)                                  $   427,530   $  (506,928)  $(5,818,321)
                                                   ===========   ===========   ===========


BASIC AND DILUTED NET INCOME
      (LOSS) PER SHARE (Note A)                           $.03         $(.03)        $(.42)
                                                          ====         =====         =====

WEIGHTED AVERAGE NUMBER
      OF SHARES OUTSTANDING                         14,555,000    14,622,000    13,911,000
                                                   ===========   ===========   ===========

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




<PAGE>

                    TRACK DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<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, 1995                   $138,635   $ 9,487,344   $   112,230   $    109,855   $    32,436

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

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

     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                                                                                     (5,818,321)
                                           --------   -----------   -----------   ------------   -----------

BALANCE, DECEMBER 31, 1995                  139,770    10,168,640       174,801         59,517    (5,785,885)

     Issuance of common stock to
         Trust in satisfaction of Track
         phantom stock plan                   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 loss                                                                                       (506,928)
                                           --------   -----------   -----------   ------------   -----------

BALANCE, DECEMBER 31, 1996                  147,826    14,125,989             -         44,085    (8,381,511)

    Contribution of loan
           payable to stockholder                       1,025,313

     Purchase and retirement of
           treasury stock                    (4,736)     (733,977)

     Foreign currency translation
           adjustment                                                                  (21,086)

     Net income                                                                                      427,530
                                           --------   -----------   -----------   ------------   -----------

BALANCE, DECEMBER 31, 1997                 $143,090   $14,417,325   $         -   $     22,999   $(7,953,981)
                                           ========   ===========   ===========   ============   ===========

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






<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
<S>                                                                   <C>           <C>           <C>

                                                                             1997          1996          1995
                                                                      -----------   -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                $   427,530   $  (506,928)  $(5,818,321)
     Adjustments to reconcile net income (loss) to net
       cash provided by
          operating activities:
          Depreciation and amortization                                 3,656,987     3,580,610     4,310,552
          Equity in net loss (income) of affiliate                      1,146,000       184,355      (421,627)
          Deferred compensation                                                 -       294,893     2,946,128
          Profit sharing and charitable contributions paid in stock       397,800             -       889,983
          Loss (gain) on contribution of stock of affiliate               292,577             -       (95,851)
          Gain on sale of marketable securities                                 -      (335,340)     (283,804)
          Loss on investment in Track Data Japan                                -             -       179,976
          Deferred taxes                                                 (265,000)      727,419      (731,919)
          Provision for doubtful accounts                                       -             -       455,000
          Other                                                            33,137        52,185       (40,883)
          Changes in operating assets and liabilities:
                Accounts receivable                                      (312,511)      553,906      (405,822)
                Other assets                                              227,967      (147,380)      407,378
                Accounts payable and accrued expenses                      33,598        70,818       739,605
                Other liabilities                                         469,998      (368,688)     (101,799)
                                                                      -----------   -----------   -----------

                    Net cash provided by operating activities           6,108,083     4,105,850     2,028,596
                                                                      -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                            (591,531)   (1,003,600)   (1,885,269)
     Payments from related parties                                         14,909       748,661     2,319,124
     Payments to related parties                                         (949,895)     (777,073)   (2,413,681)
     Payment from (to) others                                              48,167       (25,450)       84,148
     Proceeds from sale of marketable securities                                -             -       557,297
     Purchase of marketable securities                                    (10,000)      (76,931)            -
     Purchase of shares of affiliate                                            -       (30,650)            -
     Acquisition costs                                                          -             -    (2,175,582)
                                                                      -----------   -----------   -----------

                    Net cash used in investing activities              (1,488,350)   (1,165,043)   (3,513,963)
                                                                      -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments under capital lease obligations                          (2,782,015)   (2,756,554)   (2,348,426)
     Net (payments) proceeds from note payable - bank                    (413,883)   (1,657,369)      841,254
     Net (payments) proceeds on notes payable - other                     (18,231)      (27,045)       35,724
     Net proceeds (payments) on loans from employee
          savings program                                                  66,991       (49,932)      129,586
     Payments of acquisition notes                                       (208,333)     (250,000)     (250,000)
     Purchase of treasury stock                                          (738,713)     (113,658)      (22,569)
                                                                      -----------   -----------   -----------

                    Net cash used in financing activities              (4,094,184)   (4,854,558)   (1,614,431)
                                                                      -----------   -----------   -----------

EFFECT OF EXCHANGE RATE DIFFERENCES
   ON CASH                                                                (11,924)      (39,156)      (48,407)
                                                                      -----------   -----------   -----------

NET INCREASE (DECREASE) IN CASH
   AND EQUIVALENTS                                                        513,625    (1,952,907)   (3,148,205)

CASH AND EQUIVALENTS, BEGINNING OF YEAR                                    65,589     2,018,496     5,166,701
                                                                      -----------   -----------   -----------

CASH AND EQUIVALENTS, END OF YEAR                                     $   579,214   $    65,589   $ 2,018,496
                                                                      ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURES
   OF CASH FLOW INFORMATION:
     Cash paid for:   Interest                                        $   698,093   $   910,113   $ 1,010,821
                              Income taxes                                 18,094        31,629       139,969

SUPPLEMENTAL SCHEDULE OF NONCASH
   INVESTING AND FINANCING ACTIVITIES:
     Equipment acquisitions financed by capital leases                $ 1,717,311   $ 2,401,000   $ 3,531,746
     Payment of dividend by distribution
        of related party receivables                                            -     2,088,698             -
<FN>
 See  notes  to  consolidated  financial  statements.
</TABLE>




<PAGE>
                    TRACK DATA CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

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 and news services to the
investment community and to corporate environments 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 ("TDC" or 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. Global, as
the  surviving  corporation,  assumed  all  of Track's assets, liabilities and
obligations.

On  November  7,  1997,  the Chairman and principal stockholder of the Company
transferred  his 100% ownership in Newsware, Inc. ("NW") to the Company for no
consideration.  NW  owed  the  Chairman  approximately  $1,025,000,  which was
contributed  to  capital  prior  to  this transaction, and NW owed the Company
approximately $1,200,000, net of reserves, at the time of this transaction. NW
is  a  provider  of  on-line  news  information  services.

For accounting purposes, the Merger in 1996 and the subsequent contribution of
NW  in  1997  (collectively,  the  "Mergers")  were treated as combinations of
entities  under  common  control similar to pooling-of-interests. Accordingly,
the  historical  financial position and results of operations of Track, Global
and  Newsware  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:


                          ESTIMATED USEFUL LIVES
CATEGORY                        (in years)

Equipment                         3-10
Furniture and fixtures             10
Transportation equipment            4

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 $3,312,613                 and $3,581,028, net
of accumulated amortization of $1,081,292 and $812,877 as of December 31, 1997
and  1996,  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,  1997 and 1996, and the income statement accounts are translated
at  the  weighted average rates prevailing during the years ended December 31,
1997,  1996  and  1995. 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 Mergers, Track and Newsware had elected
to be treated as S Corporations. As a result, federal and certain state income
taxes  attributable  to  Track or Newsware were payable by their stockholders.
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.

EARNINGS  PER  SHARE--In 1997, the Company adopted SFAS No. 128, "Earnings Per
Share,"  which  requires  public companies to present basic earnings per share
and,  if  applicable,  diluted  earnings  per  share.  In accordance with SFAS
No.128,  all  comparative  periods have been restated as of December 31, 1997.
Basic  earnings  per  share  is based on the weighted average number of common
shares  outstanding  without  consideration of potential common stock. Diluted
earnings  per  share  is  based  on  the weighted average number of common and
potential  common  shares  outstanding. The calculation takes into account the
shares  that  may  be  issued  upon  exercise of stock options, reduced by the
shares  that  may  be  repurchased  with the funds received from the exercise,
based  on  the  average  price  during  the  year.

NEW  PRONOUNCEMENTS  NOT  YET  ADOPTED--In June 1997, the Financial Accounting
Standards  Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for the Company's fiscal year ending December 31, 1998. The
statement  addresses  the reporting and displaying of comprehensive income and
its  components.  Earnings  per share will only be reported for net income and
not  for  comprehensive income. Adoption of SFAS No. 130 relates to disclosure
within  the financial statements and is not expected to have a material effect
on  the  Company's  financial  statements.


B.  FIXED  ASSETS

Fixed  assets  consist  of  the  following  at  December  31,  1997  and 1996:

                                      1997         1996

Equipment                      $30,981,623  $28,846,940
Telephone system                   642,103      589,832
Furniture and fixtures             941,206      904,643
Transportation equipment            92,241      105,980
Leasehold improvements           1,956,391    1,947,461
                               -----------  -----------

                                34,613,564   32,394,856
Less accumulated depreciation
     and amortization           25,736,846   22,738,655
                               -----------  -----------

Fixed assets - net             $ 8,876,718  $ 9,656,201
                               ===========  ===========


Equipment  financed  by  capital leases has a net carrying value of $5,910,644
and  $6,445,636  at December 31, 1997 and 1996, respectively. Depreciation and
amortization  expense  (including  assets  held  under capital leases) for the
years  ended  December  31, 1997, 1996 and 1995 was $3,023,594, $2,908,573 and
$2,965,853,  respectively.


C.  INVESTMENT  IN  AFFILIATE

As discussed in Note A, the Company has an equity interest in Innodata of 14%,
28%  and  28%  at  December  31,  1997,  1996 and 1995, respectively, which is
carried  at  the  Company's  equity  in the underlying net assets. In December
1997,  the  Company  reduced  its  holdings  in  Innodata  to  14% by making a
charitable  contribution  of  such  shares.

Summarized  information  for  Innodata  is  as  follows:

                          1997          1996          1995

Total assets       $10,029,247   $12,416,296   $12,538,694
Total liabilities    4,775,114     2,938,825     2,791,039
Revenues            20,116,935    20,536,448    20,767,405
Net (loss) income   (4,200,218)     (602,498)    1,511,388


The  Company's equity in the net (loss) income of Innodata for the years ended
December  31,  1997,  1996 and 1995 was $(1,146,000), $(184,355) and $421,627,
respectively.


<PAGE>
D.  DUE  FROM  RELATED  PARTIES

The  amounts  due  from  related  parties  consists  of:

                                     1997      1996

Majority stockholder  (a)        $ 54,620  $ 69,529
Hertz Investors Group I  (a)(c)    11,837    11,150
Hertz Investors Group II (b)(c)   147,829   116,317
Track Leasing (a)(c)               23,724    20,393
Other                               8,857       357
                                 --------  --------

Total                            $246,867  $217,746
                                 ========  ========

(a)          Noninterest-bearing  and  unsecured.
(b)          Bears  interest  at  2.5%  and  is  unsecured.
(c)          Related  by  ownership  controlled  by  the  Company's  Chairman.


Interest  income  recognized  on amounts due from related parties was $23,063,
$18,750  and  $67,300  for  the  years ended December 31, 1997, 1996 and 1995,
respectively.


E.  NOTE  PAYABLE  -  BANK

The  note  payable  - bank bears interest at 1.75% above the bank's prime rate
(8.50%  at December 31, 1997) 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, 1997 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, 1997.

F.  NOTES  PAYABLE  -  OTHER

Notes  payable - other consist of the following at December 31, 1997 and 1996:

                     1997        1996

Related parties  $      -  $1,761,303
Other             664,824     683,054
                 --------  ----------

Total            $664,824  $2,444,357
                 ========  ==========


RELATED  PARTIES--The  loans  payable  to  related parties were due to various
individuals  and  entities  related  by  ownership controlled by the Company's
Chairman  at  interest  rates  ranging  from  6  to  9.5  percent  per  annum.

Interest  expense  on amounts due to related parties was $62,048, $174,582 and
$157,585  for  the years ended December 31, 1997, 1996 and 1995, 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.


G.  INCOME  TAXES

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


                                                1997       1996       1995
Federal:
     Current                               $ 355,000   $162,000  $       -
     Deferred                               (225,000)   285,000   (350,000)
                                           ----------  --------  ----------

     Total federal                           130,000    447,000   (350,000)
                                           ---------   --------  ----------

State and local:
     Current                                 209,433     29,000     23,993
     Deferred                                (40,000)    49,969   (381,919)
                                           ----------  --------  ----------

     Total state and local                   169,433     78,969   (357,926)
                                           ---------   --------  ----------

Provision for (benefit from) income taxes  $ 299,433   $525,969  $(707,926)
                                           =========   ========  ==========

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

                                                1997      1996    1995
Federal statutory rate                          34.0%     34.0%  (34.0)%

State and local income taxes                    15.4         -       -
Subchapter S losses not available to
     the Company                                14.2     376.5    28.0

Utilization of net operating loss carryforward (23.6)   (469.7)      -

Increase in valuation allowance                    -   2,735.0       -

Other                                            1.2      86.5    (4.8)
                                                ----   -------   -----

Effective rate                                  41.2%  2,762.3%  (10.8)%
                                                ====   =======   =====

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

                                                                     1997          1996         1995
Deferred tax assets:
   Net operating loss carryforwards                            $  669,000   $   810,600   $  986,000
   Deferred compensation                                        1,491,500     1,491,500      298,573
   Excess tax basis over book basis of investment                 157,000             -            -
   Other (principally reserves for uncollectible accounts)        327,500       326,278       73,156
                                                               ----------   -----------   ----------
                                                                2,645,000     2,628,378    1,357,729
   Less valuation allowance                                     1,000,000     1,000,000            -
                                                               ----------   -----------   ----------
                                                                1,645,000     1,628,378    1,357,729
                                                               ----------   -----------   ----------
Deferred tax liabilities:
   Unrealized gain on Innodata shares                                   -       (70,890)           -
   Accelerated depreciation for tax                              (745,000)     (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              (315,000)     (351,610)    (204,000)
                                                               ----------   -----------   ----------

                                                               (1,060,000)   (1,308,378)    (320,310)
                                                               ----------   -----------   ----------

Net deferred tax asset                                         $  585,000   $   320,000   $1,037,419
                                                               ==========   ===========   ==========

</TABLE>

The  valuation allowance in 1997 and 1996 reduces total deferred tax assets to
an  amount  management  believes  will  likely be realized. As of December 31,
1997,  the Company has net operating loss carryforwards for Federal income tax
purposes  totaling  approximately $1,375,000 which expire $785,000 in 2010 and
$590,000  in  2011.  These  net  operating losses may be limited to annual use
based  on  IRS  regulations.


H.  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,  1997  follows:


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

1998                        $1,219,809  $  836,176  $2,055,985  $1,912,085
1999                         1,007,840     538,434   1,546,274   1,170,568
2000                           935,364     165,437   1,100,801     387,964
2001                           926,711      17,940     944,651           -
2002                           799,535      10,465     810,000           -
Thereafter                   1,271,099           -   1,271,099           -
                            ----------  ----------  ----------  ----------

Total                       $6,160,358  $1,568,452  $7,728,810   3,470,617
                            ==========  ==========  ==========
Less amounts representing
   interest                                                        349,115
                                                                ----------

Capital lease obligations                                       $3,121,502
                                                                ==========



Rent  expense for the years ended December 31, 1997, 1996 and 1995 amounted to
$1,609,920,  $1,613,846  and  $1,589,347  for  office  space  and  $1,570,977,
$1,943,633  and  $2,547,965  for  computer  equipment,  respectively.

The  Company  leased  its  office  facilities  in  Brooklyn and Manhattan from
limited  partnerships owned by the Company's principal stockholder and members
of his family. The Manhattan building was sold in 1998 and the property is now
leased  from  an  unaffiliated  third  party.  The Company also guarantees the
partnership's  mortgage  on the Brooklyn premises, having an unpaid balance of
$1,750,020  at  December 31, 1997. Certain financial covenants required in the
mortgage  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 $988,500, $979,857 and $978,077 for the years ended December
31, 1997, 1996 and 1995. The  Brooklyn  lease  provides for the Company to pay
$480,000 per annum. Other rentals aggregate approximately $1,000,000 per
annum.


I.  DEFERRED COMPENSATION AND SAVINGS PLANS

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, certain employees elected to receive a portion of their
Track  vested  phantom units in 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.

In addition, 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 $300,355 at December 31,
1997.


J.  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. The Redeemable
Warrants  expired  without  exercise  on  August  10,  1997.

In  connection  with  the  offering,  the  Company sold to the underwriter for
nominal  consideration  the  right  to purchase up to 120,000 shares of common
stock  at  $7.625 per share through August 9, 1999. The underwriter's right to
purchase  common  stock contains 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, 1997, the Company reserved for issuance
2,056,250 shares of its common stock as follows: (a) 1,936,250 shares pursuant
to  the Company's Stock Option Plans and options issued which were not granted
under  the  plans;  and  (b)  120,000  shares  issuable  upon  exercise  of
underwriter's  warrants.


K.  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 1997, 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: net income would have been
$277,052, or $.02 per share, in 1997, and net loss would have been $(776,623),
or  $(.05)  per share, in 1996 and $(6,034,233), or $(.43) 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  1997,  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 1/1/95      $  4.75 - 5.0625      488,750       3        $     5.00       81,250  $     5.00
                                                                             ===========
       Canceled     $           5.00      (44,334)      3        $     5.00
       Repriced     $    4.75 - 5.00     (362,416)
       Repriced     $           3.00      362,416       3        $     3.00                           $    .76
       Granted      $    5.00 - 6.00       75,000       4        $     5.13                           $   1.60
                                      -----------

Balance 12/31/95    $           3.00      362,416       2        $     3.00      202,746  $     3.00
                    $    5.00 - 6.00      157,000       3        $     5.09       37,000  $     5.30
                                      -----------                            -----------
                                          519,416                                239,746
                                                                             ===========

       Canceled     $    2.00 - 5.00      (59,166)      3        $     3.33
       Granted and
          repriced  $    1.50 - 2.00      570,900       4        $     1.94                           $    .50
                                      -----------

Balance 12/31/96    $    1.50 - 3.00      896,150       3        $     2.35      614,311  $     2.44
                    $    5.00 - 6.00      135,000       2        $     5.10       71,666  $     5.17
                                      -----------                            -----------
                                        1,031,150                                685,977
                                                                             ===========

       Canceled     $    2.00 - 3.00      (99,600)      4        $     2.19
       Granted      $           2.00      242,500       5        $     2.00                           $    .50
                                      -----------

Balance 12/31/97    $    1.50 - 3.00    1,039,050       3        $     2.29      776,716  $     2.41
                    $    5.00 - 6.00      135,000       2        $     5.10      113,332  $     5.17
                                      -----------                            -----------
                                        1,174,050                                890,048
                                      ===========                            ===========

</TABLE>



The options have a term of five years. No options have been exercised to date.
The  above  table  includes  options to purchase 286,250 shares which were not
granted  pursuant  to  any  plan,  but  contain  the  same conditions as those
provided  in  the  Plans.

L.  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,  1997  is $72,000 and is
included  in  accounts  payable. Contributions to the plan for the years ended
December  31,  1997,  1996  and  1995  were  $54,468,  $72,000  and  $132,317,
respectively.

CONTRIBUTIONS-  In 1997, the Company made a charitable contribution of 600,000
shares  of  common  stock of Innodata.  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.


<PAGE>
INDEPENDENT  AUDITORS'  REPORT



Board  of  Directors  and  Stockholders
Innodata  Corporation
Brooklyn,  New  York


We  have  audited  the  accompanying  consolidated  balance  sheet of Innodata
Corporation  and  subsidiaries  as  of  December  31,  1997,  and  the related
consolidated statements of operations, stockholders' equity 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  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 provides 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, 1997, and the consolidated
results  of  their  operations  and their consolidated cash flows for the year
then  ended  in  conformity  with  generally  accepted  accounting principles.



Grant  Thornton  LLP
Parsippany,  New  Jersey
March  4,  1998



<PAGE>
INDEPENDENT  AUDITORS'  REPORT



Board  of  Directors  and  Stockholders
Innodata  Corporation
Brooklyn,  New  York


We  have  audited  the  accompanying  consolidated  balance  sheet of Innodata
Corporation  and  subsidiaries  as  of  December  31,  1996,  and  the related
consolidated statements of operations, stockholders' equity and cash flows for
each  of the two 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 the consolidated
results  of their operations and their cash flows for each of the two 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, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                                     <C>           <C>

                                                                        1997          1996
                                                                        -----------   -----------
ASSETS

CURRENT ASSETS:
  Cash and equivalents                                                  $ 1,969,852   $ 2,097,193
  Accounts receivable-net of allowance for doubtful
         accounts of $195,000 in 1997
         and $140,000 in 1996 (Note 10)                                   3,188,920     3,718,283
  Prepaid expenses and other current assets                                 825,586     1,130,510
  Deferred income taxes (Notes 1 and 3)                                     136,000       220,000
                                                                        -----------   -----------

               TOTAL CURRENT ASSETS                                       6,120,358     7,165,986

FIXED ASSETS-NET (NOTES 1, 2 AND 11)                                      2,909,619     3,617,939

GOODWILL (NOTES 1 AND 11)                                                   410,076     1,159,946

OTHER ASSETS                                                                589,194       472,425
                                                                        -----------   -----------

TOTAL                                                                   $10,029,247   $12,416,296
                                                                        ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 5)                            $   122,450   $   208,298
  Accounts payable and accrued expenses                                   1,507,866     1,279,519
  Accrued salaries and wages                                                641,186       625,479
  Estimated loss on foreign currency contracts (Note 6)                   1,400,000             -
  Taxes, other than income taxes                                            357,008       278,569
                                                                        -----------   -----------

               TOTAL CURRENT LIABILITIES                                  4,028,510     2,391,865
                                                                        -----------   -----------

LONG-TERM DEBT, LESS CURRENT PORTION (NOTE 5)                                79,604       195,960
                                                                        -----------   -----------

DEFERRED INCOME TAXES (NOTES 1 AND 3)                                       667,000       351,000
                                                                        -----------   -----------

COMMITMENTS AND CONTINGENT LIABILITIES (NOTES 6, 7 AND 8)

STOCKHOLDERS' EQUITY (NOTES 6, 7, 8 AND 12):
  Common stock, $.01 par value-authorized 20,000,000 shares;
     issued 1,521,736 shares                                                 15,217        15,217
  Additional paid-in capital                                              8,870,731     8,855,131
  (Deficit) retained earnings                                            (3,449,218)      751,000
                                                                        -----------   -----------
                                                                          5,436,730     9,621,348
  Less: treasury stock - at cost; 26,400 shares
       in 1997 and 13,833 shares in 1996                                   (182,597)     (143,877)
                                                                        -----------   -----------

               TOTAL STOCKHOLDERS' EQUITY                                 5,254,133     9,477,471
                                                                        -----------   -----------

TOTAL                                                                   $10,029,247   $12,416,296
                                                                        ===========   ===========
<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>




<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
<S>                                                          <C>           <C>           <C>

                                                                    1997          1996          1995
                                                             -----------   -----------   -----------

REVENUES (NOTE 10)                                           $20,116,935   $20,536,448   $20,767,405
                                                             -----------   -----------   -----------

OPERATING COSTS AND EXPENSES
     Direct operating costs                                   16,007,051    16,783,595    14,044,067
     Selling and administrative expenses                       5,283,891     4,799,739     4,344,793
     Restructuring costs and impairment of assets (Note 11)    1,500,000             -             -
     Unrealized loss on foreign currency contracts (Note 6)    1,400,000             -             -
     Interest expense                                             85,595        36,383        18,476
     Interest income                                             (59,384)     (123,771)     (151,319)
                                                             -----------   -----------   -----------

                    TOTAL                                     24,217,153    21,495,946    18,256,017
                                                             -----------   -----------   -----------

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES               (4,100,218)     (959,498)    2,511,388

PROVISION FOR INCOME TAXES (BENEFIT) (NOTES 1 AND 3)             100,000      (357,000)    1,000,000
                                                             -----------   -----------   -----------

NET (LOSS) INCOME                                            $(4,200,218)  $  (602,498)  $ 1,511,388
                                                             ===========   ===========   ===========

BASIC (LOSS) INCOME PER SHARE (NOTES 1 AND 9)                     $(2.80)        $(.40)        $1.02
                                                                  ======         =====         =====

DILUTED (LOSS) INCOME PER SHARE (NOTES 1 AND 9)                   $(2.80)        $(.40)         $.97
                                                                  ======         =====         =====

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




<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
<S>                     <C>        <C>      <C>          <C>           <C>           <C>         <C>

                                            ADDITIONAL   UNREALIZED    (DEFICIT)
                                            PAID-IN      LOSS ON       RETAINED      TREASURY
                        SHARES     AMOUNT   CAPITAL      SECURITIES    EARNINGS      STOCK       TOTAL
                        ---------  -------  -----------  -----------   -----------   ---------   -----------

JANUARY 1, 1995         1,492,424  $14,924  $ 8,527,302  $   (56,735)  $  (157,890)  $       -   $ 8,327,601

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

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

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

DECEMBER 31, 1995       1,492,424   14,924    8,527,302       (4,192)    1,353,498    (143,877)    9,747,655

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

  Issuance of
    common stock
    upon exercise
    of stock
    options                 7,645       76       65,692            -             -           -        65,768

  Issuance of
    common stock
    as partial
    acquisition costs      21,667      217      193,736            -             -           -       193,953

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

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

DECEMBER 31, 1996       1,521,736   15,217    8,855,131            -       751,000    (143,877)    9,477,471

  Net loss                      -        -            -            -    (4,200,218)          -    (4,200,218)

  Warrant costs
    for consulting
    arrangement                 -        -       15,600            -             -           -        15,600

  Purchase of
    treasury stock              -        -            -            -             -     (38,720)      (38,720)
                        ---------  -------  -----------  -----------   -----------   ---------   -----------

DECEMBER 31, 1997       1,521,736  $15,217  $ 8,870,731  $         -   $(3,449,218)  $(182,597)  $ 5,254,133
                        =========  =======  ===========  ===========   ===========   =========   ===========
<FN>
 See  notes  to  consolidated  financial  statements
</TABLE>




<PAGE>
                     INNODATA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
<S>                                                           <C>           <C>           <C>

                                                                     1997          1996          1995
                                                              ------------  -----------   -----------
OPERATING ACTIVITIES:
  Net (loss) income                                           $(4,200,218)  $  (602,498)  $ 1,511,388
  Adjustments to reconcile net (loss) income to net
    cash provided by operating activities:
    Depreciation and amortization                               1,321,555     1,372,731       972,669
    Restructuring costs and impairment of assets                1,500,000             -             -
    Unrealized loss on foreign currency contracts               1,400,000             -             -
    Deferred income taxes                                         400,000      (150,000)      240,000
    Changes in operating assets and liabilities:
      Accounts receivable                                         529,363     1,380,498    (2,299,781)
      Prepaid expenses and other current assets                   304,924      (479,251)     (462,274)
      Other assets                                               (116,769)     (271,413)      (46,957)
      Accounts payable and accrued expenses                      (104,330)      187,764      (103,117)
      Accrued salaries and wages                                   15,707       100,991       211,029
      Taxes, other than income taxes                               78,439        84,457        93,727
      Income taxes payable                                              -      (726,194)      537,938
                                                              ------------  -----------   -----------

         Net cash provided by operating activities              1,128,671       897,085       654,622
                                                              ------------  -----------   -----------

INVESTING ACTIVITIES:
  Expenditures for fixed assets                                (1,015,088)   (1,231,273)   (1,193,973)
  Payments in connection with acquisition                               -      (410,646)            -
  Short-term investments                                                -     1,240,000             -
                                                              ------------  -----------   -----------

        Net cash used in investing activities                  (1,015,088)     (401,919)   (1,193,973)
                                                              ------------  -----------   -----------

FINANCING ACTIVITIES:
  Proceeds from borrowings                                        577,000       626,014             -
  Proceeds from exercise of stock options                               -        65,768             -
  Purchase of treasury stock                                      (38,720)            -      (143,877)
  Payments of borrowings                                         (779,204)     (656,409)     (111,986)
  Redemption of preferred stock                                         -             -        (2,000)
                                                              ------------  -----------   -----------

         Net cash (used in) provided by financing activities     (240,924)       35,373      (257,863)
                                                              ------------  -----------   -----------

(DECREASE) INCREASE IN CASH AND EQUIVALENTS                      (127,341)      530,539      (797,214)
CASH AND EQUIVALENTS, BEGINNING OF YEAR                         2,097,193     1,566,654     2,363,868
                                                              ------------  -----------   -----------

CASH AND EQUIVALENTS, END OF YEAR                             $ 1,969,852   $ 2,097,193   $ 1,566,654
                                                              ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
  Cash paid during the year for:
    Interest                                                  $    85,595   $    35,238   $    14,963

    Income taxes                                                        -       922,789       222,062

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




INNODATA  CORPORATION  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  1997,  1996  AND  1995
---------------------------------------------------

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  services,  indexing  and  abstracting, and
typesetting  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,  India  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.

     On March 25, 1998, a one-for-three reverse stock split becomes effective.
All  share  and  per  share  amounts  have been restated to reflect such stock
split.

     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.

     REVENUE  RECOGNITION  -  Revenue is recognized in the period in which the
service  is  performed.

     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, India and Sri Lanka is U.S. dollars.
As  such,  transactions  denominated in Philippine pesos, Indian 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,  1997  and  1996 were translated at the
exchange  rate in effect as of those dates.  In 1997, the Company recognized a
gain  of  $125,000  resulting from such foreign currency translation. Exchange
gains  and  losses  in  1996  and  1995  resulting from such transactions were
immaterial.

     STATEMENT  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.    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:

                                              1996

Acquisition costs                           $ 563,771
Common stock issued                          (153,125)
                                            ---------
Payments in connection with acquisition     $ 410,646
                                            =========


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

                             ESTIMATED USEFUL
CATEGORY                         LIVES

Equipment                      3-5 years
Furniture and fixtures          10 years



     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.   See Note 11.

     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  -  In 1997, the Company adopted SFAS No. 128,
"Earnings  Per  Share,"  which  requires  public  companies  to  present basic
earnings  per  share  and,  if  applicable,  diluted  earnings  per  share. In
accordance  with SFAS No.128, all comparative periods have been restated as of
December  31,  1997. Basic earnings per share is based on the weighted average
number  of common shares outstanding without consideration of potential common
stock.  Diluted  earnings per share is based on the weighted average number of
common  and  potential  common  shares outstanding. The calculation takes into
account  the shares that may be issued upon exercise of stock options, reduced
by  the  shares  that  may  be  repurchased  with  the funds received from the
exercise,  based  on average prices during the year.  In addition, earnings
per  share  have  been restated to reflect a one-for-three reverse stock split
that  is  effective  on  March  25,  1998.

2.          FIXED  ASSETS

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

DECEMBER 31,                         1997        1996

Equipment                      $6,095,004  $6,092,985
Furniture and fixtures            372,566     375,465
Leasehold improvements            472,574     401,987
                               ----------  ----------
          Total                 6,940,144   6,870,437

Less accumulated depreciation
     and amortization           4,030,525   3,252,498
                               ----------  ----------
                               $2,909,619  $3,617,939
                               ==========  ==========

     As  of  December  31,  1997  and 1996, the net book value of fixed assets
located  at  the Company's production facilities in the Philippines, India and
Sri  Lanka  was  approximately  $1,600,000  and  $1,513,000, respectively.  In
addition,  equipment  financed  by  capital  leases  has  a  net book value of
$228,000  at  December  31,  1997.

3.          INCOME  TAXES

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

                                                 1997        1996         1995
Current income tax expense (benefit):
     Foreign                                $       -   $       -   $   10,000
     Federal                                 (300,000)   (159,000)     535,000
     State and local                                -     (48,000)     215,000
                                            ---------   ---------   ----------
                                             (300,000)   (207,000)     760,000

Deferred income tax expense (benefit)         400,000    (150,000)     240,000
                                            ---------   ---------   ----------

Provision for (benefit from) income taxes   $ 100,000   $(357,000)  $1,000,000
                                            =========   =========   ==========

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

                                                   1997    1996    1995

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

Effect of:
     Valuation allowance                           34.0       -       -
     State income taxes (net of federal
        tax benefit)                                  -    (5.4)    6.1
     Other                                          2.4     2.2    (0.3)
                                                  -----   -----    ----
Effective rate                                      2.4%  (37.2)%  39.8%
                                                  =====   ======   ====

     As  of  December  31, 1997 and 1996, the composition of the Company's net
deferred  taxes  is  as  follows:

                                               1997          1996

Deferred income tax assets:
     Allowances not currently deductible  $ 247,000   $   105,000
     Expenses not deductible until paid     161,000       115,000
     Net operating loss carryforward        500,000       700,000
                                          ---------   -----------
                                            908,000       920,000
Less:  valuation allowance                 (772,000)            -
                                          ---------   -----------
                                            136,000       920,000
                                          ---------   -----------
Deferred income tax liabilities:
     Foreign source income, not taxable
          unless repatriated               (415,000)     (815,000)
     Depreciation and amortization         (252,000)     (236,000)
                                          ---------   -----------
                                           (667,000)   (1,051,000)
                                          ---------   -----------
Net deferred income tax liability         $(531,000)  $  (131,000)
                                          =========   ===========

     The  valuation  allowance in 1997 reduces total deferred tax assets to an
amount  management  believes  will  likely  be  realized.  The  Company's  net
operating  loss  carryforward for federal income tax purposes of approximately
$1,500,000  expires  in  2012.  These  net  operating losses may be limited to
annual  use  based  on  IRS  regulations.

4.          ACQUISITION

     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 16,667 shares of the Company's
restricted common stock.  The Company also paid approximately $300,000 of II's
outstanding  lease  obligations.

5.          LONG-TERM  DEBT

     Long-term  debt  is  as  follows:

                                                 1997      1996
Equipment leases, at 9.6% to 13.5%           $226,335  $365,846
Acquisition notes - subordinated, at prime          -    91,667
                                             --------  --------
                                              226,335   457,513
Less: deferred interest                        24,281    53,255
                                             --------  --------
Total                                         202,054   404,258
Less: current portion of long-term debt       122,450   208,298
                                             --------  --------
Long-term debt                               $ 79,604  $195,960
                                             ========  ========



     Aggregate  maturities  of  long-term  debt  are  as  follows:

1998  $138,960
1999    61,306
2000    19,298
2001     6,771
      --------
      $226,335
      ========



6.          COMMITMENTS  AND  CONTINGENT  LIABILITIES

     LINE  OF  CREDIT  -   The Company has a line of credit with a bank in the
amount of $2 million. The line is collateralized by the assets of the Company.
Interest  is  charged  at 2% above the bank's prime rate and is due on demand.
The  line  is  presently  unused.

     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, 1997,
1996  and  1995,  rent  expense  totaled  approximately $940,000, $825,000 and
$500,000,  respectively.

     At  December  31,  1997,  future  minimum  annual  rental  commitments on
noncancellable  leases  are  as  follows:

1998  $  357,000
1999     362,000
2000     170,000
2001     173,000
2002      40,000
      ----------
      $1,102,000
      ==========

     EMPLOYMENT  AGREEMENTS  -          The  Company entered into a three-year
employment  agreement  on  August  19,  1997 pursuant to which a member of the
Company's  Board  is to serve as President and CEO of the Company.  He will be
paid  at  the rate of $200,000 per annum with any bonuses and future increases
at  the  discretion  of the Board of Directors.  In addition, each December 31
during  the  term  of the agreement he will receive 10,333 options to purchase
common stock of the Company at then prevailing market prices. In consideration
of  the  signing of the agreement he was granted five year options as follows:
10,000 options at $3.00 per share; 16,666 at $6.00; 23,333 at $9.00; 30,000 at
$12.00;  and  33,333 at $21.00.  The options are exercisable upon the earliest
to  occur of (i) ninety days before the expiration of the five year term; (ii)
the  date the market price is at least $7.50 for ten consecutive trading days;
or  (iii)  in  the event of a sale of the Company where a third party acquires
more  than  50%  of  the  Company.

     The  Company  had  an  employment agreement with its former President and
CEO.  This  agreement  was  replaced  by  a  new three-year agreement expiring
September  30,  2000 that provides for a salary of $100,000 for the year ended
September  30,  1998  and $75,000 per annum thereafter.  He will serve as Vice
Chairman  of the Board and in executive capacities as designated by the CEO or
the  Board  of  Directors.

     OTHER  COMMITMENTS - The Company has a commitment to purchase a perpetual
license  for certain production process software for cash totaling $70,000 and
11,666  shares  of the Company's common stock.  Payment is contingent upon the
successful  completion  and  testing of the software, expected to occur during
1998.

     As  of  December  31,  1997,  the  Company's  wholly-owned subsidiary has
foreign  currency forward contracts to purchase $2,600,000 in Philippine pesos
on  various  dates  through  June  1998.  These  contracts, as well as certain
foreign currency contracts that became due during 1997 and remain unpaid, have
an  estimated fair value at December 31, 1997 of approximately $1,400,000 less
than  their  contractual  amount.  The  bank  has  brought  an  action  in the
Philippines  to  recover  such  amounts. While such contracts are presently in
dispute,  the  Company  recognized  the  total  unrealized  loss  in  1997.

     Employees  at the Company's Manila facilities voted to join a union.  The
Company has a collective bargaining agreement with the rank and file employees
at its Manila facility which provides for approximately 10% wage increases per
annum  plus  one-half  of  any government mandated increases through 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, 1997.  Under the legislation, the Company is
not  required  to  fund  future  costs,  if  any.

7.          CAPITAL  STOCK

     COMMON  STOCK  AND REDEEMABLE WARRANTS - In August and September 1993 the
Company  sold pursuant to a public offering 563,500 shares of its common stock
and  certain  warrants ("Redeemable Warrants") and realized net proceeds after
all  expenses  of the offering of $6,752,585.  The Redeemable Warrants expired
on  August  9,  1997.

     In  connection with the offering, the Company sold to the underwriter for
nominal consideration warrants to purchase up to 49,295 shares of common stock
at $23.43 per share through August 9, 1998. 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, 1997, the Company reserved for
issuance  767,948  shares  of  its common stock as follows: (a) 701,987 shares
pursuant to the Company's Stock Option Plans (including 120,333 options issued
to  the  Company's Chairman and its President which were not granted under the
plans);  (b)  49,295  shares issuable upon exercise of underwriter's warrants;
and  (c)  16,666  shares  issuable  upon  exercise  of  warrants  issued  to
consultants.

8.          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 87,500, 105,000, 17,500, 200,000 and 166,666 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 1997, 1996 and 1995 consistent with the provisions of SFAS No.
123,  the  Company's  net  loss  would  have been $(4,359,807), or $(2.90) per
share,  in 1997, $(738,987), or $(.49) per share, in 1996 and net income would
have  been $1,496,341, or $.96 per share, diluted, 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 1997 and 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>
<PAGE>
                                                                                                  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 1/1/95    $    7.89 - 9.75      140,121             3  $    8.22
                  $  12.60 - 17.85       44,200             3  $   14.76
                                    -----------
                                        184,321                                47,930  $   10.98
                                                                           ==========
       Canceled   $   7.89 - 13.89       (8,091)
       Granted    $  10.14 - 13.89       91,516             4  $   11.73                          $    4.71
                                    -----------
Balance 12/31/95  $    7.89 - 9.75      132,696             2  $    8.25
                  $  10.14 - 17.85      135,050             2  $   12.93
                                    -----------
                                        267,746                               120,098  $   10.38
                                                                           ==========
       Canceled   $           9.03         (166)
       Granted    $   6.93 - 11.79       29,666             4  $    9.18                          $    3.66
       Exercised  $    7.89 - 9.03       (7,646)
                                    -----------
Balance 12/31/96  $    6.93 - 9.75      138,717             2  $    8.13      111,513  $    8.88
                  $  10.14 - 17.85      150,883             2  $   12.69       89,157  $   13.17
                                     -----------                           ----------
                                       289,600                                200,670
                                                                           ==========
       Canceled   $   7.89 - 13.89      (48,883)
       Granted    $    3.00 - 6.00      100,000             5  $    3.63                          $    1.26
       Granted    $   9.00 - 21.00       86,666             5  $   13.44                          $     .18
                                    -----------
Balance 12/31/97  $    3.00 - 9.75      246,192             4  $    6.42      115,969  $    8.16
                  $  10.14 - 21.00      181,191             3  $   14.10       93,996  $   12.96
                                    -----------                            ----------
                                        427,383                               209,965
                                    ============                           ==========

</TABLE>



     The  majority  of  options  granted  prior  to  1997  become  exercisable
one-third  on each of the first three anniversary dates. Option grants in 1997
become exercisable the earlier of (i) ninety days before the expiration of the
five  year  term;  (ii)  the  date  the market price is at least $7.50 for ten
consecutive trading days; or (iii) in the event of a sale of the Company where
a  third  party  acquires  more  than  50%  of  the  Company.

WARRANTS

     In  connection  with  a  consulting  agreement  on December 18, 1995, the
Company  issued  a  warrant to purchase 16,666 shares at a price of $11.44 per
share.  The warrant is exercisable commencing December 18, 1996 and expires in
2000.

9.          (LOSS)  INCOME  PER  SHARE

                                            1997         1996         1995

Net (loss) income                    $(4,200,218)  $ (602,498)  $1,511,388
                                     ===========   ==========   ==========
Weighted average common
  shares outstanding                   1,501,043    1,503,196    1,482,824
Dilutive effect of outstanding
  warrants and options                         -            -       75,172
                                     -----------   ----------   ----------

Adjusted for dilutive computation      1,501,043    1,503,196    1,557,996
                                     ===========   ==========   ==========

Basic (loss) income per share             $(2.80)       $(.40)       $1.02
                                          ======        =====        =====

Diluted (loss) income per share           $(2.80)       $(.40)        $.97
                                          ======        =====         ====


     Reference is made to Notes 7 and 8 with respect to options and warrants
that would have been dilutive in 1997 and 1996 had there not been a loss in
those years.

10.          REVENUES  AND  ACCOUNTS  RECEIVABLE

     During  1997,  1996  and  1995,  one customer that is comprised of twelve
affiliated  companies,  accounted  for  14%,  24%  and  29%  of  the Company's
revenues,  respectively.  No  other  customer accounted for 10% or more of the
Company's  revenues.  Further, in 1997, 1996 and 1995, export revenues, all of
which  were  derived  from European customers, accounted for 22%, 19% and 18%,
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.          RESTRUCTURING  COSTS  AND  IMPAIRMENT  OF  ASSETS

     During the second quarter of 1997 management implemented a plan to reduce
the  Company's  U.S.  based  overhead. The principal actions were to eliminate
U.S.  production for the publishing division and merge the east and west coast
imaging  operations  into  one  facility  on the west coast. The restructuring
costs  consist  of  estimated  losses  on  leases  and  severance pay totaling
approximately  $325,000,  while the impairment costs consist of a write-off of
goodwill  in  connection  with  the  imaging  business  totaling approximately
$700,000  and  fixed  assets  related  to  both  the  imaging  and  publishing
businesses  totaling  approximately  $475,000.

12.          SUBSEQUENT  EVENT

     The  Company  filed an Information Statement, distributed to stockholders
on  March  4,  1998,  pursuant  to  which  56%  of  stockholders  approved  a
one-for-three  reverse  stock split effective on March 25, 1998. All share and
per  share  amounts  have  been  restated  to  reflect  such  split.

<PAGE>
                           PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

OFFICERS  AND  DIRECTORS

     The  officers  and  directors  of  the  Company  are  as  follows:


NAME                 AGE  POSITION
-------------------  ---  ------------------------------------------------
Barry Hertz           48  Chairman of the Board, Chief Executive Officer

Alan Schnelwar        58  Senior Vice President and Director

Martin Kaye           50  Vice President - Finance, Secretary and Director

E. Bruce Fredrikson   60  Director

Morton Mackof         50  Director

Jack Spiegelman       59  Director



     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).

     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. He is
President  and  CEO of Third Millennium Technology Inc., a company involved in
information  technology consulting and software development. Mr. Mackof became
President  of  the  Company  in  March  1996  upon  the Merger and resigned 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.

     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).

     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, 1997 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>

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

Barry Hertz              1997  $  350,000  $    -  $  350,000         -
Chairman, CEO            1996     350,000       -     350,000    40,000
                         1995   1,173,000       -   1,173,000   100,000  (A)

Alan Schnelwar           1997  $  180,000  $    -  $  180,000    25,000
Senior Vice President    1996     165,000       -     165,000    25,500
                         1995     170,000       -     170,000    40,000  (A)
<FN>

(A)          Options  granted  in  1994  and  repriced  in  1995
</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.

                       OPTION GRANTS IN LAST FISCAL YEAR
                               INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
<S>             <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%
--------------  ---------  --------------  --------  -----------  -------------------  -------

Alan Schnelwar     25,000           10.3%            $      2.00    5/2002   $5,750    $20,500

</TABLE>




                AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
                         FISCAL YEAR END OPTION VALUES

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

Barry Hertz           -         140,000/-0-         $- /$-

Alan Schnelwar        -        65,500/25,000        $- /$-




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
7,000  and  5,000  shares annually, respectively, 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, 1997, Messrs. Hertz,
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 until December
1997,  was  President  of  Innodata  Corporation  until  September 1997 and is
currently  Vice  Chairman of Innodata Corporation. Mr. Kaye is chief financial
officer  and a director of Innodata Corporation. Mr. Mackof is also a director
of  Innodata  Corporation.


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

     The  Company believes that during the period from January 1, 1997 through
December  31,  1997  all  Section  16(a) filing requirements applicable to its
officers,  directors  and  greater  than  ten-percent  beneficial  owners were
complied  with.


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)


NAME                                    NO. OF SHARES  % OF CLASS
--------------------------------------  -------------  -----------
Barry Hertz (2)                            12,013,000        83.7%

Morton Mackof (3)                             273,405         1.9%

Alan Schnelwar (4)                             71,500           *

Martin Kaye (5)                                33,500           *

Jack Spiegelman (6)                             6,000           *

E. Bruce Fredrikson (7)
Syracuse University
School of Management
Syracuse, NY 13244                             21,000           *

All Officers and Directors as a Group
(six persons)(2)(3)(4)(5)(6)(7)            12,418,405        85.7%
 ---------------
*  =  less  than  1%

(1)        Except as noted otherwise, all shares are owned beneficially and of
record.  Based  on  14,206,917  shares  outstanding.
(2)        Consists of 11,509,100 shares owned by Mr. Hertz and 363,900 shares
owned  by  Trusts  established  in  the  names  of  Mr. Hertz's children. Also
includes  140,000  options which are presently exercisable 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 to be released upon his
termination  of  association with the Company, or earlier with approval of the
Board of Directors.
(4)      Consists  of 6,000 shares owned of record and 65,500 shares issuable
upon the exercise of presently exercisable options granted under the Company's
Stock  Option  Plans.
(5) Consists  of 500 shares owned of record and 33,000 shares issuable
upon the exercise of presently exercisable options granted under the Company's
Stock  Option  Plans.
(6)      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.
(7)        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.




<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     TDC  guarantees  mortgages  on  two real estate partnerships owned by Mr.
Hertz and members of his family. At December 31, 1997, such mortgages provided
for interest at 10% per annum and had balances of $1,750,000 due May 2000, and
another  mortgage  for  $997,000  which  was  repaid  in  1998.

     On  November  7, 1997, Barry Hertz, Chairman and principal stockholder of
the  Company,  transferred  his 100% ownership in Newsware, Inc. ("NW") to the
Company  for  no  consideration.   NW owed Mr. Hertz approximately $1,025,000,
which  was  contributed  to capital prior to this transaction, and NW owed the
Company  approximately  $1,200,000,  net  of  reserves,  at  the  time of this
transaction. NW is a provider of on-line news information services. See Note A
to  the  Financial  Statements  in  Item  8.

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



<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)
 4.2     Specimen of Common Stock certificate (1)
10.1     1994 Stock Option Plan (1)
10.2     Form of indemnity agreement with directors (1)
10.3     Dial Data Marketing Agreement dated April 22, 1993 between TDC and Omega Research Inc.
         (subject to request for confidential treatment) (1)
10.4     Dial Data Marketing Agreement dated August 1, 1992 between TDC and Equis International
         (subject to request for confidential treatment) (1)
10.5     Agreement dated September 29, 1986 between Hale Systems and CSI/Criterion Software
         (subject to request for confidential treatment) (1)
10.6     1995 Stock Option Plan (2)
10.7     1995 Disinterested Directors' Stock Option Plan (3)
10.8     Merger Agreement between the Company and TDC (4)
10.9     1996 Stock Option Plan (5)
23       Consent of Grant Thornton LLP filed herewith
23.1     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 A to Definitive Proxy for August 10, 1995, Annual Meeting of
Stockholders
(3)     Previously filed as Exhibit B to Definitive Proxy for August 10, 1995, Annual Meeting of
Stockholder
(4)       Previously filed as Appendix A to Definitive Proxy for March 19, 1996, Special Meeting
of  Stockholders
(5)      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

Report  dated as of November 7, 1997 related to the combination of the Company
and  Newsware,  Inc.


<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.

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

    /s/              Chairman of the Board and            March 25, 1998
-------------------
Barry Hertz          Chief Executive Officer

    /s/              Senior Vice President and Director   March 25, 1998
-------------------
Alan Schnelwar

    /s/              Vice President - Finance, Secretary  March 25, 1998
-------------------
Martin Kaye          and Director

    /s/              Director                             March 25, 1998
-------------------
E. Bruce Fredrikson

    /s/              Director                             March 25, 1998
-------------------
Morton Mackof

    /s/              Director                             March 25, 1998
-------------------
Jack Speigelman