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, 1998
                                             -----------------

/  /     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)

                                   22-3181095
                      (I.R.S. Employer Identification No.)

                                    DELAWARE
         (State or other jurisdiction of  incorporation or organization)

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

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

                                      10005
                                   (Zip Code)

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  26,  1999  of  $10.88  per  share.  $33,933,764

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the  latest  practicable  date.
   14,898,716 SHARES OF COMMON STOCK, $.01 PAR VALUE, AS OF FEBRUARY 28, 1999

                       DOCUMENTS INCORPORATED BY REFERENCE
                             [SEE INDEX TO EXHIBITS]



<PAGE>
                                     PART I

ITEM  1.  BUSINESS

Track Data Corporation (the "Company" or "TDC") operates in one business segment
providing  real-time  financial market data, fundamental research, charting, and
analytical  services to institutional and individual investors through dedicated
telecommunication  lines  and the Internet.  It also disseminates news and third
party  database  information  from  more  than  100  sources  worldwide.

Although  the  Company  has  provided  similar  information  to  the  high-end
professional  market over the Internet since 1996, it commenced such services to
the  non-professional  individual  investor  community  in  mid 1998 through its
myTrack  service.  As of March 1999, over 45,000 individuals have registered for
the  service.  myTrack  delivers  free  continuously updating quotes, as well as
news and fundamental data.  myTrack also offers various pay packages starting at
$19.95  per  month  plus exchanges fees for real-time quotes and enhanced market
data.

myTrack  builds  on  the  Company's  long history of delivering mission critical
information to the most demanding customers in the investment community.  Market
data  is  delivered  direct from the original sources (such as the exchanges) to
the  Company's  facilities where the data is simultaneously redistributed to its
customers.  Furthermore,  the Company's telecommunication lines and Microsoft NT
server environments have been thoroughly tested.  TDC's goal is to be the leader
in  the market data industry in terms of quality and price.  To address customer
concerns,  myTrack contains an on-line chat feature that allows its customers to
communicate  with  each  other, with paid hosts who answer questions and monitor
chat  conversations,  as well as to communicate directly with us.  Customers can
comment  on bugs, features or make suggestions.  All communications are answered
within  the  day  and suggestions for enhancements are considered, many of which
have  been  implemented  since myTrack's introduction. The Company believes this
approach  has  resulted  in  a  loyal  following  from  subscribers.

Since  October  1998,  myTrack  has  offered  its  members  free monthly trading
contests with cash prizes. In addition to creating excitement and generating new
users,  the  contests  have  allowed  myTrack  to  test  its  new trading system
software. The contest provides simulated trading through a drop down order entry
screen from the myTrack monitor screen. The trading contests prompted many users
to  request  live  trading,  which  the  Company  expects to offer in April 1999
through an arrangement with Track Securities Corporation ("TSC"), a full service
broker-dealer  owned  by a director of the Company. The Company has licensed its
online  trading  software  to  TSC. It is the Company's intention to apply for a
broker-dealer license as soon as practicable after online trading commences. The
combination  of  myTrack's market information system and a user-friendly trading
screen  is  expected  to  appeal  to  the  on-line  investment  community.

myTrack operates through the use of a proprietary application software. Once the
user is attached to the Track host server, the connection link is constant, like
an  open  telephone  connection.  This allows us to provide dynamically updating
stock  quotes  and  news  and  to  immediately respond to all queries. Utilizing
myTrack's  built-in  trading  platform  allows the user to enter a trade that is
received  instantaneously,  as  the  connection  is the same one that is already
connected for myTrack. The Company believes this is a competitive advantage over
other  trading  systems  that  require  a  new connection to a server every time
information  is  requested  or  sent.

myTrack  is  currently  available  at no cost to the consumer over the Internet,
offering  delayed  quotes,  with  the  option  of  upgrading  to  real-time paid
services. Although most of the myTrack customers currently use the delayed quote
service  for  free,  the  paid  subscriber base has been growing at over 20% per
month.  The  Company  believes the myTrack trading platform, which is integrated
into  the myTrack monitor screen, will encourage free users to trade through the
system,  as  well  as  to  upgrade  their myTrack subscription to real-time paid
services.

As  the Company believes strongly in the Internet as the delivery medium for all
data  in  the  future,  it recently introduced myTrack Pro, a service similar to
myTrack  but  targeted  to the professional trading market.  This application is
expected  to open up an area of opportunity to serve the retail broker, a market
for which the Company's high end product delivered over direct telecommunication
lines was too expensive to be competitive.  The Company now delivers market data
over  the  Internet  at  prices  that  are  very  competitive  and  at  reduced
communication  costs  for  its  customers.

See  Note G of Notes to Consolidated Financial Statements in Item 8 of this Form
10-K  for  further  information  about  customers.

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 further 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 the subsequent 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.

The  Company  maintains  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.  MarkeTrack  98  provides  similar information to
individuals  through  the  Internet.

-     myTrack  and myTrack Pro provide market data similar to MarkeTrack through
the  Internet  to  individual  and  professional  users,  respectively.  myTrack
provides  delayed  quotes  on  all  United States, Canadian and European stocks,
options and futures exchanges free of charge or with real-time quotes in various
pay  plan packages. In addition to real-time quotes, myTrack users may subscribe
to  a  wide  variety  of  databases  and  news  services  that  support specific
investment  needs.  Online trading is expected to be offered through the myTrack
service  in  April 1999. myTrack Pro serves the professional market, principally
retail  brokers,  through  the  Internet.

-     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.

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

-     AIQ  Systems  develops  and markets PC based financial investment software
for  individual  and  professional  users.

MARKETRACK

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.  MarkeTrack  98  provides  essentially the same service
through  the  Internet.

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.

MarkeTrack  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.

MYTRACK  AND  MYTRACK  PRO

Streaming  technology  helps  set  myTrack  apart  from  other online investment
services. Instead of static Web pages that post delayed quote information (which
users  must refresh each time they want to see more recent information), myTrack
delivers  delayed,  yet  continually  updated  quotes. For no charge, users also
receive  breaking  company  news,  a  trade-by-trade log, charting for technical
analysis  and a proprietary library of intraday market statistics. For a monthly
service  charge  and  exchange  fees,  real-time  quotes,  Nasdaq Level II and a
variety of optional databases and news services are also available. In addition,
for the first time anywhere, Track Data introduced its proprietary pricing model
called  Real-Time  Implied  Price - that provides free access to prices that are
generally  comparable  to real-time quotes. Real-Time Implied Prices are derived
from  real-time  option quotes for the underlying security. This lets individual
investors  save  money  on  exchange  fees  which are levied for real-time quote
access,  and  provides  a significant edge for making quick financial decisions.
myTrack remains active on the user's desktop, continuously tracking both delayed
and  real-time  stock  quotes,  mutual  funds,  market  indexes and options. For
example,  if  a  user  wants real-time quotes only from Nasdaq, and free delayed
quotes  from  the NYSE, he or she can easily customize the information viewed on
the  screen.  To  access both free and paid services, users download the myTrack
software  from www.mytrack.com. Online trading is expected to be offered through
the  myTrack service in April 1999. myTrack Pro is delivered to the professional
retail  broker  market through the Internet. It uses the myTrack platform and is
tailored  to  the  professional  user.

Pricing.  Real-time  quotes, news, charting and technical analysis are available
in  various  pay packages from $19.95 per month plus exchange fees to $95.00 per
month  plus  exchange  fees,  including  Nasdaq  Level  II.

DIAL/DATA  SERVICE

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,  1998,  1997  and 1996 there were approximately 22,000, 25,000 and
23,500  customers  of  the  Dial/Data  service,  respectively.

NEWSWATCH  SERVICE

The  market  focus  of  NewsWatch  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.

NewsWatch  also  provides a browser-based interface, bringing all the advantages
of the Company's 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

AIQ  Systems  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.

In  November  1998,  AIQ's  TradingExpert  Pro version 5.0 was introduced to the
marketplace  combining  its  new  Expert Design Studio which gives investors the
design  and  testing  tools  required to uncover profitable trading systems with
myTrack's  delayed  and  realtime quotes and news and Dial/Data's historical and
end  of  day  data.  In  addition,  the  32-bit  TradingExpert  Pro  contains
state-of-the-art  charting,  industry group analysis, market timing, reports and
screening,  and  portfolio  management.  AIQ  offers  this  powerful package for
monthly  fees  starting at $59 for delayed quotes and $79 plus exchange fees for
real-time  quotes.

MARKETING

MarkeTrack  competes  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 the NewsWatch service, 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.

With  the  introduction  of  myTrack and its Internet based delivery system, the
Company  has expanded its media advertising to include television campaigns with
CNBC  and CNNfn and radio, as well as print ads in newspapers and magazines. The
Company has also participated in online advertising through alliances with other
Internet  sites and in a joint marketing effort as a co-sponsor of a Wall Street
contest  with RealTIME Media, Inc. myTrack has also been marketed through direct
mail  campaigns.  With  the  introduction  of  an online trading feature offered
through  myTrack,  expenditures  for  marketing  and advertising are expected to
increase  substantially  in  1999.

The  marketing effort for the Dial/Data service is directed towards the software
vendors  who offer analytic programs for the individual investor. 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  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.

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,  myTrack,  myTrack  Pro,  Dial/Data  and  NewsWatch  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,  MarkeTrack  98,  myTrack, myTrack Pro and Dial/Data are
registered service marks owned by the Company. AIQ has registered trademarks for
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  service 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  and Bridge Information Systems. To a
lesser degree, these TDC services compete with 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.

myTrack competes with many providers of financial information over the Internet.
It  competes  on  quality and reliability, as well as speed and price. Principal
competitors  to myTrack are Signal, DTN, PC Quote, AT Financial, as well as many
other  Internet  providers  of  financial  information.

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 Company offers its NewsWatch service in a highly competitive market in which
it  competes  with  other  distributors  of news information, many of which have
substantially  greater  financial  resources.  NewsWatch  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.  NewsWatch'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. AIQ's newly released Trading Expert Pro competes with Omega's TradeStation
and  MetaStock  Professional.

RESEARCH  AND  DEVELOPMENT

Expenditures for research and development were incurred primarily 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.  These
expenditures  were  $2,475,000,  $2,322,000  and  $2,383,000 for the years ended
December  31,  1998,  1997  and  1996,  respectively.

EMPLOYEES

The  Company  employed  approximately  250  persons  on  a full time basis as of
December 31, 1998. The Company believes that its relationship with its employees
is  satisfactory.



<PAGE>
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  16,800  square feet from an unaffiliated third party
through February 2005 with base rent of $244,000, 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  Company held its Annual Meeting on November 5, 1998. The results of matters
voted  at  that  Meeting  were reported in Part II, Item 4 of the Company's Form
10-Q  for  the  period  ended  September  30,  1998.



<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, 1999, 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  4,200.

The  following  table sets forth the high and low sales prices for the Company's
Common  Stock  as  reported  on  Nasdaq  NMS.

<TABLE>
<CAPTION>
<S>                 <C>          <C>
                    COMMON STOCK SALE  PRICE
                    ------------------------
                    HIGH         LOW
                    -------      ------
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

1998
----        
First Quarter         1-3/4      1-3/16
Second Quarter       10-3/8       1-3/8
Third Quarter         4-3/4           2
Fourth Quarter       11-5/8      2-7/16
</TABLE>



Dividends

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


<PAGE>
ITEM  6.  SELECTED  FINANCIAL  DATA

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

YEAR ENDED DECEMBER 31,                            1998     1997      1996      1995      1994 
                                                -------  --------  --------  --------  --------

SERVICE FEES AND REVENUE                        $46,473  $47,631   $48,031   $45,162   $40,825 
                                                -------  --------  --------  --------  --------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                      26,466   25,629    26,283    25,409    21,690 
     Selling and administrative expenses         19,449   19,410    20,530    23,273    19,272 
     Deferred compensation expense                    -        -       295     2,946       901 
     Other income                                     -        -      (288)     (468)      (93)
     Interest expense (net of interest income)      508      719     1,008       950       628 
                                                -------  --------  --------  --------  --------

                    Total                        46,423   45,758    47,828    52,110    42,398 
                                                -------  --------  --------  --------  --------

INCOME (LOSS) BEFORE EQUITY IN NET INCOME 
     (LOSS) OF AFFILIATE AND INCOME TAXES            50    1,873       203    (6,948)   (1,573)

EQUITY IN NET INCOME (LOSS) OF AFFILIATE            326   (1,146)     (184)      422        89 
                                                -------  --------  --------  --------  --------

INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)         376      727        19    (6,526)   (1,484)

INCOME TAXES (BENEFIT)                              158      299       526      (708)      (62)
                                                -------  --------  --------  --------  --------

NET INCOME (LOSS)                               $   218  $   428   $  (507)  $(5,818)  $(1,422)
                                                =======  ========  ========  ========  ========

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE   $   .01  $   .03   $  (.03)  $  (.42)  $  (.11)
                                                =======  ========  ========  ========  ========

WEIGHTED AVERAGE SHARES OUTSTANDING              14,556   14,555    14,622    13,911    12,849 
                                                =======  ========  ========  ========  ========



DECEMBER 31,                                       1998     1997      1996      1995      1994 
                                                -------  --------  --------  --------  --------
                                                                (In thousands)

TOTAL ASSETS                                    $18,591  $18,312   $20,679   $26,297   $25,494 
TOTAL LIABILITIES                                 9,979   11,683    14,743    21,540    15,613 
STOCKHOLDERS' EQUITY                              8,612    6,629     5,936     4,757     9,881 
</TABLE>



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

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  1998  AND  1997

Revenues  for  the  year  ended  December 31, 1998 and 1997 were $46,473,000 and
$47,631,000,  respectively.  The revenue decline in 1998 is principally due to a
reduction in the number of customers in traditional direct delivery services, as
customers  transition  to  the  Internet with new lower priced offerings such as
myTrack  and  myTrack  Pro.

Direct operating costs were $26,466,000 for 1998 and $25,629,000 for the similar
period  in  1997. Direct operating costs as a percentage of revenues were 57% in
1998  and  54%  in 1997. The percentage increase is due to the lower revenues in
1998  and  increased costs of Internet communication lines and additional server
equipment.  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 $19,449,000 and $19,410,000 in the 1998
and  1997  periods,  respectively.  Selling  and  administrative  expenses  as a
percentage  of  revenues  was  42%  in  1998  and  41%  in  1997. The dollar and
percentage  increase  primarily  reflects  an increase in advertising, offset by
reductions  in  communications  and  other  office  expenses.

Net  interest  expense  decreased  to  $508,000  in  the 1998 period compared to
$719,000  in  1997  due  to  decreased  borrowings.

The  equity  in net income from an affiliate, Innodata Corporation, was $326,000
in  1998,  while  in  1997  the  equity  in  the  net loss of that affiliate was
$1,146,000.  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 the above mentioned factors, the Company realized net income of
$218,000  in  1998  and  $428,000  in  1997.

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.

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.

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.

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

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.

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.

Principally  from  the  loss  from  an  affiliate,  the Company's net income was
reduced to $428,000 for the year ended December 31, 1997. The Company realized a
net loss of $507,000 in 1996 due principally to the unusually high tax provision
detailed  above.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  the  years  ended  December 31, 1998 and 1997 cash provided by operating
activities  was  $2,287,000  and  $6,108,000, respectively. The decrease was due
principally  to  a  reduction  in  income before minority interest and increased
payments  for  accounts  payable  and  other  liabilities.  Cash  flows  used in
investing  activities  was  $360,000 and $1,488,000 for the years ended December
31,  1998  and  1997, respectively. The decrease was mainly due to a decrease in
payments of related party debt. Cash used in financing activities was $1,599,000
and $4,094,000 for the years ended December 31, 1998 and 1997, respectively. The
decrease  in  1998  from  1997 is primarily due to proceeds from the exercise of
stock  options  in  1998 and decreased capital lease obligation payments in that
year.

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. See Note E of
Notes  to  Consolidated  Financial  Statements  in Item 8. The line of credit is
sufficient  for  the  Company's cash requirements, however, the Company plans to
spend substantial amounts for advertising its myTrack Internet-based market data
system  and  online  trading. The Company plans to seek additional financing for
such  efforts.  There  are  no major capital expenditures anticipated beyond the
normal  replacement  of  equipment  and  additional  equipment  to meet customer
requirements.

The Company is in the process of reviewing its products, information systems and
critical suppliers to identify those that may be affected by the year 2000 (Year
2000)  issue. Most of the Company's products and networks are substantially Year
2000  compliant  already.  There is presently certain data provided to customers
from  mainframe  hardware,  which  is  in  the  process of moving to a Year 2000
compliant  server  environment. This is substantially completed. The Company has
sought  compliance  statements  from  each of its significant suppliers, most of
which  have provided positive assurances regarding their compliance. The Company
will  continue  to  work  with those who are not yet Year 2000 compliant. In the
normal  course  of  business,  the  Company  is replacing certain administrative
systems  and hardware. The new systems will be Year 2000 compliant and will cost
approximately $500,000, most of which will be capitalized as fixed assets. These
costs  are  capitalized because they relate to the implementation of new systems
which  include  substantial new functionality speed and scalability, in addition
to being Year 2000 compliant. All historical and future costs have been and will
continue  to  be  funded  out  of  existing cash and cash flows from operations.

The  Company  is considering certain contingency plans that are available in the
event  of  a Year 2000 failure. For example, if any of the direct lines that are
used  by  the  Company's financial network were to fail, it is possible that the
Company  could  shift  customers  to  its  Internet-based  products.  In another
example,  if  one data provider fails, it is possible that there is another data
provider  that  provides  substantially  similar  information  that  could  be
integrated  into  the  Company's data feed. The Company will continue to develop
potential  solutions  so  that  it  is as prepared as possible in the event of a
failure.

Based  upon currently available information, management has no reason to believe
that the Company will not meet its compliance goals and does not anticipate that
the  cost  of  effecting Year 2000 compliance will have a material impact on the
Company's  financial condition or results of operations. Nevertheless, achieving
Year  2000  compliance  is  dependent  upon  many factors, some of which are not
completely  within  the  Company's control. Should either the Company's internal
systems  or  the internal systems of one or more of its critical vendors fail to
achieve  Year  2000  compliance,  the  Company's  business  and  its  results of
operations  could  be  adversely  affected.

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.

Disclosures  in  this  Form  10-K  contain  certain  forward-looking statements,
including  without  limitation,  statements concerning the Company's operations,
economic performance and financial condition, including in particular, Year 2000
information.  These  forward-looking  statements  are  made pursuant to the safe
harbor  provisions  of the Private Securities Litigation Reform Act of 1995. The
words  "believe," "expect," "anticipate" and other similar expressions generally
identify  forward-looking  statements.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements,  which  speak only as of their
dates.  These  forward-looking  statements  are  based  largely on the Company's
current  expectations  and  are  subject to a number of risks and uncertainties,
including without limitation, changes in external market factors, changes in the
Company's  business  or  growth strategy or an inability to execute its strategy
due to changes in its industry or the economy generally, the emergence of new or
growing  competitors,  various  other  competitive  factors  and other risks and
uncertainties  indicated  from  time  to  time in the Company's filings with the
Securities  and Exchange Commission. Actual results could differ materially from
the  results  referred  to  in the forward-looking statements. In light of these
risks  and uncertainties, there can be no assurance that the results referred to
in  the  forward-looking  statements  contained  in  this Form 10-K will in fact
occur.


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company  is exposed to interest rate change market risk with respect to its
credit  facility with a financial institution which is priced based on the prime
rate  of  interest.  At  December 31, 1998, $2,100,000 was outstanding under the
credit facility. Changes in the prime interest rate during fiscal 1999 will have
a  positive  or negative effect on the Company's interest expense. Such exposure
will increase accordingly should the Company maintain higher levels of borrowing
during  1999.


<PAGE>
 ITEM  8.  FINANCIAL  STATEMENTS

     INDEX  TO  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                        <C>
                                                                           PAGE
-------------------------------------------------------------------------          

TRACK DATA CORPORATION AND SUBSIDIARIES

Independent Auditors' Report                                               II-8

Consolidated Balance Sheets as of December 31, 1998 and 1997               II-9

Consolidated Statements of Operations for the three years ended            II-10
December 31, 1998, 1997 and 1996

Consolidated Statements of Stockholders' Equity and Comprehensive          II-11
Income for the three years ended December 31, 1998, 1997 and 1996

Consolidated Statements of Cash Flows for the three years ended            II-12
December 31, 1998, 1997 and 1996

Notes to Consolidated Financial Statements                                 II-13-22


INNODATA CORPORATION AND SUBSIDIARIES - SIGNIFICANT SUBSIDIARY

Independent Auditors' Reports                                              II-23-24

Consolidated Balance Sheets as of December 31, 1998 and 1997               II-25

Consolidated Statements of Operations for the three years ended
December 31, 1998                                                          II-26

Consolidated Statements of Stockholders' Equity for the three years ended
December 31, 1998                                                          II-27

Consolidated Statements of Cash Flows for the three years ended
December 31, 1998                                                          II-28

Notes to Consolidated Financial Statements                                 II-29-40
</TABLE>



<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board  of  Directors  and  Stockholders
Track  Data  Corporation


We  have  audited  the  accompanying  consolidated  balance sheets of Track Data
Corporation  and  subsidiaries (the "Company") as of December 31, 1998 and 1997,
and  the related consolidated statements of operations, stockholders' equity and
comprehensive  income,  and cash flows for each of the three years in the period
ended  December  31,  1998. 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,  1998  and  1997,  and the
consolidated  results  of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1998 in conformity with
generally  accepted  accounting  principles.


Grant  Thornton  LLP
Melville,  New  York
February  26,  1999



<PAGE>
                     TRACK DATA CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
<S>                                                                               <C>           <C>
                                                                                         1998          1997 
                                                                                  ------------  ------------

ASSETS

CASH AND EQUIVALENTS                                                              $   883,580   $   579,214 

ACCOUNTS RECEIVABLE - net of allowance for doubtful accounts of
     $159,000 in 1998 and 1997                                                      1,916,036     1,955,142 

FIXED ASSETS - at cost (net of accumulated depreciation)                            7,907,694     8,876,718 

SOFTWARE - at cost (net of  accumulated amortization of $5,797,385 in 1998
     and $5,650,952 in 1997)                                                          128,466       231,967 

DATABASE COSTS - at cost (net of accumulated amortization of $1,131,759 in
     1998 and $970,050 in 1997)                                                       485,463       647,171 

INVESTMENT IN AFFILIATE                                                             1,067,285       741,285 

DUE FROM RELATED PARTIES                                                                    -       246,867 

EXCESS OF COST OVER NET ASSETS ACQUIRED                                             3,030,068     3,312,613 

NET DEFERRED INCOME TAX ASSETS                                                        450,000       585,000 

OTHER ASSETS                                                                        2,722,428     1,136,654 
                                                                                  ------------  ------------

TOTAL                                                                             $18,591,020   $18,312,631 
                                                                                  ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                        $ 3,871,702   $ 4,408,042 
     Note payable - bank                                                            2,138,432     2,373,199 
     Notes payable - other                                                            698,148       664,824 
     Capital lease obligations                                                      2,952,177     3,121,502 
     Unearned revenues                                                                 84,586       200,077 
     Other liabilities, including income taxes                                        234,012       915,554 
                                                                                  ------------  ------------

                    Total liabilities                                               9,979,057    11,683,198 
                                                                                  ------------  ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock - $.01 par value; 30,000,000 shares authorized; issued and
          outstanding - 14,796,401 shares in 1998 and 14,308,967 shares in 1997       147,964       143,090 
     Additional paid-in capital                                                    16,199,808    14,417,325 
     Accumulated other comprehensive income                                                 -        22,999 
     Deficit                                                                       (7,735,809)   (7,953,981)
                                                                                  ------------  ------------

                    Total stockholders' equity                                      8,611,963     6,629,433 
                                                                                  ------------  ------------

TOTAL                                                                             $18,591,020   $18,312,631 
                                                                                  ============  ============

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





<PAGE>
                     TRACK DATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                                     <C>          <C>           <C>
                                                                               1998         1997          1996 
                                                                        -----------  ------------  ------------

SERVICE FEES AND REVENUE                                                $46,473,469  $47,630,842   $48,030,735 
                                                                        -----------  ------------  ------------

OPERATING COSTS AND EXPENSES:
     Direct operating costs                                              26,466,143   25,628,664    26,283,146 
     Selling and administrative expenses                                 19,449,436   19,409,969    20,529,636 
     Deferred compensation expense                                                -            -       294,893 
     Gain on securities                                                           -            -      (288,419)
     Interest expense (net of interest income of $33,355, $41,630 and
           $148,788 in 1998, 1997 and 1996,  respectively)                  507,760      719,246     1,008,083 
                                                                        -----------  ------------  ------------

                    Total                                                46,423,339   45,757,879    47,827,339 
                                                                        -----------  ------------  ------------

INCOME BEFORE EQUITY IN NET INCOME (LOSS) OF 
     AFFILIATE AND INCOME TAXES                                              50,130    1,872,963       203,396 

EQUITY IN NET INCOME (LOSS) OF AFFILIATE                                    326,000   (1,146,000)     (184,355)
                                                                        -----------  ------------  ------------

INCOME BEFORE INCOME TAXES                                                  376,130      726,963        19,041 

INCOME TAXES                                                                157,958      299,433       525,969 
                                                                        -----------  ------------  ------------

NET INCOME (LOSS)                                                       $   218,172  $   427,530   $  (506,928)
                                                                        ===========  ============  ============

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE                           $       .01  $       .03   $      (.03)
                                                                        ===========  ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                            14,556,000   14,555,000    14,622,000 
                                                                        ===========  ============  ============

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




<PAGE>
                     TRACK DATA CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                 <C>            <C>           <C>             <C>           <C>

                                                                                 ACCUMULATED                   COMPRE-
                                                                   ADDITIONAL    OTHER           RETAINED      HENSIVE
                                                    COMMON         PAID-IN       COMPREHENSIVE   EARNINGS      (LOSS)
                                                    STOCK          CAPITAL       INCOME          (DEFICIT)     INCOME
                                                    -------------  ------------  --------------  ------------  ----------

BALANCE, JANUARY 1, 1996                            $    139,770   $10,168,640   $      234,318  $(5,785,885)

     Net loss                                                                                       (506,928)  $(506,928)

     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)

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

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

     Foreign currency translation adjustment                                            (15,432)                 (15,432)
                                                                                                               ----------

     Comprehensive loss                                                                                        $(697,161)
                                                    -------------  ------------  --------------  ------------  ==========

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

     Net income                                                                                      427,530   $ 427,530 

     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)                 (21,086)
                                                                                                              ----------

     Comprehensive income                                                                                     $ 406,444 
                                                   -------------  ------------  --------------  ------------  ==========

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

     Net income                                                                                      218,172  $ 218,172 

     Stock options exercised                               9,030     2,373,099 

     Purchase and retirement of treasury stock            (4,156)     (909,616)

     Tax effect of stock options exercised                             319,000 

     Foreign currency translation adjustment                                           (22,999)                (22,999)
                                                                                                             ----------

     Comprehensive income                                                                                    $ 195,173 
                                                 -------------  ------------  --------------  ------------  ==========

BALANCE, DECEMBER 31, 1998                       $    147,964   $16,199,808   $            -  $(7,735,809)
                                                 =============  ============  ==============  ============         

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



<PAGE>
                     TRACK DATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                                       <C>           <C>           <C>
                                                                                 1998          1997          1996 
                                                                          ------------  ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                    $   218,172   $   427,530   $  (506,928)
     Adjustments to reconcile net income (loss) to net cash provided by
          operating activities:
          Depreciation and amortization                                     3,743,908     3,656,987     3,580,610 
          Equity in net (income) loss of affiliate                           (326,000)    1,146,000       184,355 
          Deferred compensation                                                     -             -       294,893 
          Profit sharing and charitable contributions paid in stock                 -       397,800             - 
          Loss on contribution of stock of affiliate                                -       292,577             - 
          Gain on sale of marketable securities                                     -             -      (335,340)
          Deferred taxes                                                      135,000      (265,000)      727,419 
          Other                                                               153,381        33,137        52,185 
          Changes in operating assets and liabilities:
                Accounts receivable                                            39,106      (312,511)      553,906 
                Other assets                                                 (111,365)      227,967      (147,380)
                Accounts payable and accrued expenses                        (900,641)       33,598        70,818 
                Other liabilities                                            (664,341)      469,998      (368,688)
                                                                          ------------  ------------  ------------

                    Net cash provided by operating activities               2,287,220     6,108,083     4,105,850 
                                                                          ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                (703,258)     (591,531)   (1,003,600)
     Proceeds from sales of fixed assets                                      154,684             -             - 
     Payments from related parties                                            201,462        14,909       748,661 
     Payments to related parties                                               (7,476)     (949,895)     (777,073)
     Payments (to) from others                                                 (5,263)       48,167       (25,450)
     Purchase of marketable securities                                              -       (10,000)      (76,931)
     Purchase of shares of affiliate                                                -             -       (30,650)
                                                                          ------------  ------------  ------------

                    Net cash used in investing activities                    (359,851)   (1,488,350)   (1,165,043)
                                                                          ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments under capital lease obligations                              (1,959,052)   (2,782,015)   (2,756,554)
     Net payments on note payable - bank                                     (234,767)     (413,883)   (1,657,369)
     Net proceeds (payments) on notes payable - other                          32,144       (18,231)      (27,045)
     Net proceeds (payments) on loans from employee savings program            32,482        66,991       (49,932)
     Payments of acquisition notes                                                  -      (208,333)     (250,000)
     Proceeds from exercise of stock options                                1,443,706             -             - 
     Purchase of treasury stock                                              (913,772)     (738,713)     (113,658)
                                                                          ------------  ------------  ------------

                    Net cash used in financing activities                  (1,599,259)   (4,094,184)   (4,854,558)
                                                                          ------------  ------------  ------------

EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH                                   (23,744)      (11,924)      (39,156)
                                                                          ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                               304,366       513,625    (1,952,907)

CASH AND EQUIVALENTS, BEGINNING OF YEAR                                       579,214        65,589     2,018,496 
                                                                          ------------  ------------  ------------

CASH AND EQUIVALENTS, END OF YEAR                                         $   883,580   $   579,214   $    65,589 
                                                                          ============  ============  ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for:   Interest                                            $   546,042   $   698,093   $   910,113 
                              Income taxes                                    786,447        18,094        31,629 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
     FINANCING ACTIVITIES:
     Equipment acquisitions financed by capital leases                    $ 1,783,198   $ 1,717,311   $ 2,401,000 
     Payment of dividend by distribution of related party receivables               -             -     2,088,698 
     Exercise of stock options                                                938,423             -             - 
<FN>
 See  notes  to  consolidated  financial  statements.
</TABLE>



<PAGE>
                     TRACK DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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") operate in one business segment
providing  sophisticated  market information 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 its subsidiaries, all of which are wholly owned. All significant
intercompany  transactions  and  accounts have been eliminated in consolidation.

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

<CAPTION>
<S>                       <C>
                          ESTIMATED
                          USEFUL
                          LIVES
CATEGORY                  (in years)

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



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

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

EXCESS  OF  COST  OVER  NET ASSETS ACQUIRED--The excess of the purchase price of
acquired  businesses  over  the  fair  value  of  net  assets  on  the  dates of
acquisition  amounts  to  $3,030,068  and  $3,312,613,  net  of  accumulated
amortization  of  $1,363,838  and  $1,081,292  as of December 31, 1998 and 1997,
respectively.  The 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,
1998  and 1997, and the income statement accounts are translated at the weighted
average  rates  prevailing  during  the  years ended December 31, 1998, 1997 and
1996.  Unrealized  foreign  exchange  gains  and  losses  resulting  from  this
translation  are  included  in  accumulated  other  comprehensive  income.

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.

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.

RESEARCH  AND  DEVELOPMENT--The  Company charges all costs incurred to establish
the  technological  feasibility  of a product or product enhancement to research
and  development  expense.  Research  and  development expenses were $2,475,000,
$2,322,000  and $2,383,000 for the years ended December 31, 1998, 1997 and 1996,
respectively.

ADVERTISING--Advertising  costs,  charged  to  operations  when  incurred,  were
approximately $1,302,000, $734,000 and $863,000 for the years ended December 31,
1998,  1997  and  1996,  respectively.

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 values
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.

SEGMENT  REPORTING--The  Company  adopted  Statement  of  Financial  Accounting
Standards SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information"  for  the  year ended December 31, 1998. SFAS No. 131 requires that
the Company disclose certain information about its operating segments defined as
"components  of  an  enterprise  about  which  separate financial information is
available  that  is evaluated regularly by the chief operating decision maker in
deciding  how  to  allocate  resources and in assessing performance." Generally,
financial  information  is  required to be reported on the basis that it is used
internally  for  evaluating  segment  performance  and  deciding how to allocate
resources  to  segments.

COMPREHENSIVE  INCOME  (LOSS)--In  1998,  the  Company  adopted  SFAS  No.  130,
"Reporting  Comprehensive  Income."  SFAS  No. 130 establishes new rules for the
reporting  and  display of comprehensive income and its components; however, the
adoption  of  SFAS  No.  130  had  no  impact  on  the Company's net earnings or
stockholders'  equity.  SFAS  No.  130  requires  foreign  currency  translation
adjustments  and  unrealized  gains and losses on available for sale securities,
which  prior to adoption were reported separately in stockholders' equity, to be
included  in accumulated other comprehensive income (loss). Prior year financial
statements  have  been  reclassified  to conform to the requirements of SFAS No.
130.  The  balance as of January 1, 1996 consists of $59,517 of unrealized gains
on  foreign  currency translation adjustments and $174,801 of gains on available
for  sale  securities.

EARNINGS  PER  SHARE--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. There was no affect on earnings
per  share in 1998 as a result of potential dilution. 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.

B.  FIXED  ASSETS

Fixed  assets  consist  of  the  following  at  December  31,  1998  and  1997:
<TABLE>
<CAPTION>
<S>                            <C>          <C>
                                      1998         1997

Equipment                      $32,013,293  $30,981,623
Telephone system                   679,142      642,103
Furniture and fixtures             946,894      941,206
Transportation equipment            95,196       92,241
Leasehold improvements           1,948,073    1,956,391
                               -----------  -----------

                                35,682,598   34,613,564
Less accumulated depreciation
     and amortization           27,774,904   25,736,846
                               -----------  -----------

Fixed assets - net             $ 7,907,694  $ 8,876,718
                               ===========  ===========

</TABLE>



Equipment  financed by capital leases has a net carrying value of $5,305,644 and
$5,910,644  at  December  31,  1998  and  1997,  respectively.  Depreciation and
amortization  expense (including assets held under capital leases) for the years
ended  December  31,  1998,  1997  and  1996  was  $3,112,806,  $3,023,594  and
$2,908,573,  respectively.

C.  INVESTMENT  IN  AFFILIATE

As  discussed  in Note A, the Company has an equity interest in Innodata of 14%,
14%  and 28% at December 31, 1998, 1997 and 1996, 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:

<TABLE>
<CAPTION>
<S>                 <C>          <C>           <C>
                           1998         1997          1996 

Total assets        $10,596,000  $10,029,000   $12,416,000 
Total liabilities     3,110,000    4,775,000     2,939,000 
Revenues             19,593,000   20,117,000    20,536,000 
Net income (loss)     2,250,000   (4,200,000)     (602,000)
</TABLE>



The  Company's  equity  in the net income (loss) of Innodata for the years ended
December  31,  1998,  1997  and  1996 was $326,000, $(1,146,000) and $(184,000),
respectively.

D.  DUE  FROM  RELATED  PARTIES

The  amounts  due  from related parties consisted of loans made to the Company's
Chairman  and  entities controlled by him. Interest income recognized on amounts
due  from  related  parties  was $5,583, $23,063 and $18,750 for the years ended
December  31,  1998,  1997  and  1996,  respectively.

E.  NOTE  PAYABLE  -  BANK

The  note  payable  -  bank  bears interest at 1.75% above the bank's prime rate
(9.75% at December 31, 1998) 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, 1998 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,  1998.

F.  NOTES  PAYABLE  -  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.  SEGMENT  INFORMATION

The  Company  operates  in  one  business  segment providing real-time financial
market  data,  fundamental  research,  charting,  and  analytical  services  to
institutional and individual investors through dedicated telecommunication lines
and  the  Internet.  It  also  disseminates  news  and  third  party  database
information  from  more  than  100  sources  worldwide.

The  Company's  revenues  are  derived  from  the  following  sources:

<TABLE>
<CAPTION>
<S>                          <C>          <C>          <C>
                                    1998         1997         1996
Institutional and corporate  $29,647,000  $29,494,000  $30,507,000
Individual                    16,826,000   18,137,000   17,524,000
                             -----------  -----------  -----------

                             $46,473,000  $47,631,000  $48,031,000
                             ===========  ===========  ===========

</TABLE>



The  decline  in  revenues  from  the  individual market is due principally to a
transition  of  this  customer  base  from  higher paying customers using direct
telephone  connections to the Company's lower paying services over the Internet.
In  mid  1998, the Company commenced offering its myTrack Internet-based service
and  many  customers  have  moved  to this lower paying service. Due to the late
introduction  of  myTrack  pay  services  in  1998, myTrack had little impact on
revenues  in  that  year.  Revenues from foreign sources are not significant. No
customer  accounted  for 10% of revenues in either market served by the Company.

H.  INCOME  TAXES

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

<TABLE>
<CAPTION>
<S>                         <C>       <C>         <C>
                                1998       1997       1996
Federal:
     Current                $      -  $ 355,000   $162,000
     Deferred                115,000   (225,000)   285,000
                            --------  ----------  --------

     Total federal           115,000    130,000    447,000
                            --------  ----------  --------

State and local:
     Current                  22,958    209,433     29,000
     Deferred                 20,000    (40,000)    49,969
                            --------  ----------  --------

     Total state and local    42,958    169,433     78,969
                            --------  ----------  --------

Provision for income taxes  $157,958  $ 299,433   $525,969
                            ========  ==========  ========
</TABLE>




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

<TABLE>
<CAPTION>
<S>                                                  <C>    <C>     <C>
                                                     1998    1997      1996 
Federal statutory rate                               34.0%   34.0%     34.0%

State and local income taxes                          7.5    15.4         - 

Subchapter S losses not available to the Company        -    14.2     376.5 

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

Increase in valuation allowance                         -       -   2,735.0 

Other                                                 0.5     1.2      86.5 
                                                     -----  ------  --------

Effective rate                                       42.0%   41.2%  2,762.3%
                                                     =====  ======  ========

</TABLE>



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

<TABLE>
<CAPTION>
<S>                                                         <C>          <C>
                                                                  1998          1997 
Deferred tax assets:
   Net operating loss carryforwards                         $1,669,000   $   669,000 
   Deferred compensation                                     1,354,000     1,491,500 
   Excess tax basis over book basis of investment               11,000       157,000 
   Other (principally reserves for uncollectible accounts)     206,000       327,500 
                                                            -----------  ------------
                                                             3,240,000     2,645,000 
   Less valuation allowance                                  2,057,000     1,000,000 
                                                           -----------  ------------
                                                             1,183,000     1,645,000 
                                                            -----------  ------------
Deferred tax liabilities:
   Accelerated depreciation for tax                           (515,000)     (745,000)
   Amortization of software and database costs
      deducted for tax, not for financial reporting           (218,000)     (315,000)
                                                            -----------  ------------

                                                              (733,000)   (1,060,000)
                                                            -----------  ------------

Net deferred tax asset                                      $  450,000   $   585,000 
                                                            ===========  ============
</TABLE>



The  valuation  allowance  reduces  total  deferred  tax  assets  to  an  amount
management  believes  will likely be realized. At December 31, 1998, $426,000 of
refundable  income  taxes  is included in other assets. As of December 31, 1998,
the Company has net operating loss carryforwards for Federal income tax purposes
totaling  approximately  $4,171,000  which  expire $785,000 in 2010; $590,000 in
2011;  and  $2,796,000  in  2012.  Certain  of these net operating losses may be
limited  to  annual  use  based  on  IRS  regulations.

I.  COMMITMENTS  AND  CONTINGENCIES

LEASES--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,
1998  follows:

<TABLE>

<CAPTION>



<S>                                 <C>         <C>         <C>         <C>
YEAR ENDING                         OFFICE      COMPUTER    CAPITAL
DECEMBER 31,                        SPACE       EQUIPMENT   TOTAL       LEASES

1999                                $  928,776  $  708,237  $1,637,013  $1,861,325
2000                                   702,473     335,240   1,037,713   1,078,721
2001                                   700,163      76,068     776,231     333,957
2002                                   579,623      16,039     595,662           -
2003                                   459,257       3,716     462,973           -
Thereafter                             381,748           -     381,748           -
                                    ----------  ----------  ----------  ----------

Total                               $3,752,040  $1,139,300  $4,891,340   3,274,003
                                    ==========  ==========  ==========            

Less amounts representing interest                                         321,826
                                                                        ----------                                    

Capital lease obligations                                               $2,952,177
                                                                        ==========                                    

</TABLE>



Rent  expense  for  the years ended December 31, 1998, 1997 and 1996 amounted to
$1,620,855,  $1,609,920 and $1,613,846 for office space and $983,829, $1,570,977
and  $1,943,633  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 $1,610,028 at
December 31, 1998. 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 $530,646,
$988,500  and  $979,857  for  the  years ended December 31, 1998, 1997 and 1996,
respectively.  The  Brooklyn  lease provides for the Company to pay $480,000 per
annum.

SOFTWARE DEVELOPMENT AGREEMENT--In July 1998 the Company entered into a software
development  agreement  with  Third  Millennium  Technology,  Inc.  ("TMT"),  a
corporation  controlled  by  a  director of the Company. The agreement is for an
initial  period  of  two  years  and  is  renewable  annually  thereafter unless
cancelled.  The  Company  may terminate this agreement after two years by paying
$40,000 plus continuation of fees provided in the contract for a third year. The
monthly  fees  paid  to TMT consist of a declining fee per user of the Company's
myTrack  service.  Such  fees  amounted  to $21,357 in 1998. Additional fees are
payable  in  connection  with revenues from on-line trading. The Company granted
TMT  a  five  year option to purchase 30,000 shares of its common stock at $4.00
per  share exercisable 15,000 at the end of each of the first two anniversaries.

LITIGATION--The  Company  is subject to legal proceedings and claims which arise
in the ordinary course of its business. In the opinion of management, the amount
of  ultimate  liability with respect to these actions will not materially affect
the  Company's  financial  statements.

J.  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 June 1998, the Board of Directors authorized the
distribution  of  74,338  shares to participants and a further 127,500 shares in
February  1999.

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 $332,837 at December 31,
1998.

K.  CAPITAL  STOCK

COMMON  STOCK--In  August 1994, the Company sold, pursuant to a public offering,
1,380,000 shares of its common stock and certain warrants which have expired and
realized  net  proceeds  from  the  offering  of  approximately  $5,544,000.

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.  These  warrants  are  presently
registered.

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, 1998, the Company reserved for issuance
1,981,979  shares  of its common stock as follows: (a) 1,861,979 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.

L.  STOCK  OPTIONS  AND  WARRANTS

STOCK  OPTIONS--The  Company adopted, with stockholder approval, the 1994, 1995,
1996  and 1998 Stock Option Plans (the "1994 Plan," "1995 Plan," "1995 DD Plan,"
"1996  Plan"  and  the "1998 Plan") which provide for the granting of options to
purchase  not  more  than  an aggregate of 300,000, 500,000, 50,000, 800,000 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, under the 1996 Plan
after  July  8,  2006  and  under  the  1998  Plan  after  July  9,  2008.

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
1998,  1997  and  1996  consistent  with  the  provisions  of  SFAS No. 123, the
Company's net income (loss) and income (loss) per share, both basic and diluted,
would  have  been  changed to the pro forma amounts as follows: net income would
have  been  $115,000,  or  $.01  per  share  in 1998, net income would have been
$277,000,  or  $.02 per share, in 1997, and net loss would have been $(777,000),
or  $(.05)  per  share,  in 1996. 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 three years in 1998 and four
years in 1997 and 1996; risk free interest rate of 5.6% in 1998 and 6.4% in 1997
and  1996;  expected  volatility  of 80% in 1998 and 25% in 1997 and 1996; and a
zero  dividend  yield.  The  effects  of  applying SFAS No. 123 in this proforma
disclosure  are  not  indicative  of  future  disclosures.

<TABLE>
<CAPTION>
<S>                 <C>               <C>           <C>          <C>        <C>           <C>        <C>
                                                                                                     WEIGHTED
                                                    WEIGHTED                                         AVERAGE
                                                    AVERAGE                 WEIGHTED      WEIGHTED   FAIR
                    PER SHARE                       REMAINING               AVERAGE       AVERAGE    VALUE
                    RANGE OF          NUMBER        CONTRACTUAL  EXERCISE   NUMBER        EXERCISE   DATE OF
                    EXERCISE PRICES   OUTSTANDING   LIFE         PRICE      EXERCISABLE   PRICE      GRANT
                    ----------------  ------------  -----------  ---------  ------------  ---------  -------

Balance 1/1/96      $           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 
                                                                            ============               

       Canceled     $    2.00 - 3.00      (14,075)            2  $    2.32
       Exercised    $    1.50 - 5.06     (902,274)            2  $    2.64
       Granted      $    3.00 - 5.00      399,750             4  $    3.07                            $ .73
                                      ------------                                                          

Balance 12/31/98    $    1.50 - 3.00      597,772             4  $    2.67       202,854  $    2.18
                    $    4.00 - 6.00       59,679             2  $    4.98        33,179  $    5.35
                                      ------------                          ------------                     
                                          657,451                                236,033 
                                  ================                          ============                 

</TABLE>



The  options  have  a  term  of  five years. The above table includes options to
purchase  45,847 shares which were not granted pursuant to any plan, but contain
the  same  conditions  as  those  provided in the Plans. On January 4, 1999, the
Company  granted employee stock options to purchase 390,000 shares of its common
stock  at  $6.00  per share. Options exercised in December 1998 in the amount of
$938,423,  included  in  other  assets,  was  paid  in  January  1999.

M.  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.
Contributions  to  the plan for the years ended December 31, 1998, 1997 and 1996
were  $35,945,  $54,468  and  $72,000,  respectively.


<PAGE>
INDEPENDENT  AUDITORS'  REPORT




Board  of  Directors  and  Stockholders
Innodata  Corporation
Hackensack,  New  Jersey


We  have  audited  the  accompanying  consolidated  balance  sheets  of Innodata
Corporation  and  subsidiaries as of December 31, 1998 and 1997, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  years then ended.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Innodata
Corporation  and  subsidiaries  as  of  December  31,  1998  and  1997,  and the
consolidated  results  of their operations and their consolidated cash flows for
the  years  then  ended  in  conformity  with  generally  accepted  accounting
principles.



Grant  Thornton  LLP
Parsippany,  New  Jersey
February  25,  1999



<PAGE>
INDEPENDENT  AUDITORS'  REPORT



Board  of  Directors  and  Stockholders
Innodata  Corporation
Brooklyn,  New  York


We  have  audited  the  accompanying  consolidated  statements  of  operations,
stockholders' equity and cash flows of Innodata Corporation and subsidiaries for
the  year  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  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 results of operations and cash flows of
Innodata  Corporation  and  subsidiaries for the year 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, 1998 AND 1997
<TABLE>
<CAPTION>
<S>                                                                                <C>           <C>
                                                                                          1998          1997 
                                                                                   ------------  ------------
ASSETS

CURRENT ASSETS:
  Cash and equivalents                                                             $ 3,535,533   $ 1,969,852 
  Accounts receivable-net of allowance for doubtful accounts of
        $425,000 in 1998 and $450,000 in 1997                                        2,943,422     3,188,920 
  Prepaid expenses and other current assets                                            555,127       825,586 
  Deferred income taxes                                                                376,000       136,000 
                                                                                   ------------  ------------

               TOTAL CURRENT ASSETS                                                  7,410,082     6,120,358 

FIXED ASSETS-NET                                                                     2,669,892     2,909,619 

GOODWILL                                                                                     -       410,076 

OTHER ASSETS                                                                           515,534       589,194 
                                                                                   ------------  ------------

TOTAL                                                                              $10,595,508   $10,029,247 
                                                                                   ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                                                $    56,718   $   122,450 
  Accounts payable and accrued expenses                                              1,295,347     1,507,866 
  Accrued salaries and wages                                                           849,608       641,186 
  Estimated loss on foreign currency contracts                                               -     1,400,000 
  Income and other taxes                                                               459,308       357,008 
                                                                                   ------------  ------------

               TOTAL CURRENT LIABILITIES                                             2,660,981     4,028,510 
                                                                                   ------------  ------------

LONG-TERM DEBT, LESS CURRENT PORTION                                                    24,089        79,604 
                                                                                   ------------  ------------

DEFERRED INCOME TAXES                                                                  425,000       667,000 
                                                                                   ------------  ------------

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value-authorized 20,000,000 shares;
     issued - 1,528,402 shares in 1998 and 1,521,736 shares in 1997                     15,284        15,217 
  Additional paid-in capital                                                         8,890,661     8,870,731 
  Deficit                                                                           (1,199,538)   (3,449,218)
                                                                                   ------------  ------------

                                                                                     7,706,407     5,436,730 
  Less: treasury stock - at cost; 48,083 shares in 1998 and 26,400 shares in 1997     (220,969)     (182,597)
                                                                                   ------------  ------------

               TOTAL STOCKHOLDERS' EQUITY                                            7,485,438     5,254,133 
                                                                                   ------------  ------------

TOTAL                                                                              $10,595,508   $10,029,247 
                                                                                   ============  ============

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


<PAGE>

                      INNODATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
<S>                                                        <C>           <C>           <C>
                                                                  1998          1997          1996 
                                                           ------------  ------------  ------------

REVENUES                                                   $19,593,353   $20,116,935   $20,536,448 
                                                           ------------  ------------  ------------

OPERATING COSTS AND EXPENSES
     Direct operating costs                                 13,068,660    16,007,051    16,783,595 
     Selling and administrative expenses                     4,982,127     5,283,891     4,799,739 
     Restructuring costs, impairment of assets and other       133,141     1,500,000             - 
     (Gain) loss on foreign currency contracts                (487,458)    1,400,000             - 
     Interest expense                                           77,594        85,595        36,383 
     Interest income                                           (98,391)      (59,384)     (123,771)
                                                           ------------  ------------  ------------

                    TOTAL                                   17,675,673    24,217,153    21,495,946 
                                                           ------------  ------------  ------------

INCOME (LOSS) BEFORE (BENEFIT) PROVISION
     FOR INCOME TAXES                                        1,917,680    (4,100,218)     (959,498)

(BENEFIT) PROVISION FOR INCOME TAXES                          (332,000)      100,000      (357,000)
                                                           ------------  ------------  ------------

NET INCOME (LOSS)                                          $ 2,249,680   $(4,200,218)  $  (602,498)
                                                           ============  ============  ============

BASIC INCOME (LOSS) PER SHARE                              $      1.52   $     (2.80)  $      (.40)
                                                           ============  ============  ============

DILUTED INCOME (LOSS) PER SHARE                            $      1.49   $     (2.80)  $      (.40)
                                                           ============  ============  ============

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


<PAGE>

                      INNODATA CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
<S>                               <C>           <C>          <C>          <C>           <C>           <C>         <C>
                                       COMMON STOCK          ADDITIONAL   UNREALIZED    (DEFICIT)
                                       ------------          PAID-IN      LOSS ON       RETAINED      TREASURY       
                                  SHARES        AMOUNT       CAPITAL      SECURITIES    EARNINGS      STOCK       TOTAL
                                  ------------  -----------  -----------  ------------  ------------  ----------  ------------

JANUARY 1, 1996                      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 

  Net income                                 -            -            -            -     2,249,680           -     2,249,680 

  Issuance of common stock
     upon exercise of stock
     options                             6,666           67       19,930            -             -           -        19,997 

  Purchase of treasury stock                 -            -            -            -             -     (38,372)      (38,372)
                                  ------------  -----------  -----------  ------------  ------------  ----------  ------------

DECEMBER 31, 1998                    1,528,402  $    15,284  $ 8,890,661  $         -   $(1,199,538)  $(220,969)  $ 7,485,438 
                                  ============  ===========  ===========  ============  ============  ==========  ============


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



<PAGE>
                      INNODATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
<S>                                                            <C>           <C>           <C>
                                                                      1998          1997          1996 
                                                               ------------  ------------  ------------

OPERATING ACTIVITIES:
  Net income (loss)                                            $ 2,249,680   $(4,200,218)  $  (602,498)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
    Depreciation and amortization                                1,322,721     1,321,555     1,372,731 
    Restructuring costs, impairment of assets and other            133,141     1,500,000             - 
    Gain on disposal of fixed assets                               (74,399)            -             - 
    (Gain) loss on foreign currency contracts                     (487,458)    1,400,000             - 
    Deferred income taxes                                         (482,000)      400,000      (150,000)
    Changes in operating assets and liabilities:
      Accounts receivable                                          419,834       529,363     1,380,498 
      Prepaid expenses and other current assets                    120,459       304,924      (479,251)
      Other assets                                                  23,660      (116,769)     (271,413)
      Accounts payable and accrued expenses                        (76,805)     (104,330)      187,764 
      Liability for foreign currency contracts                    (912,542)            -             - 
      Accrued salaries and wages                                   208,422        15,707       100,991 
      Income and other taxes payable                               102,300        78,439      (641,737)
                                                               ------------  ------------  ------------

         Net cash provided by operating activities               2,547,013     1,128,671       897,085 
                                                               ------------  ------------  ------------

INVESTING ACTIVITIES:
  Expenditures for fixed assets                                 (1,024,622)   (1,015,088)   (1,231,273)
  Proceeds from disposal of fixed assets                           182,912             -             - 
  Payments in connection with acquisition                                -             -      (410,646)
  Short-term investments                                                 -             -     1,240,000 
                                                               ------------  ------------  ------------

        Net cash used in investing activities                     (841,710)   (1,015,088)     (401,919)
                                                               ------------  ------------  ------------

FINANCING ACTIVITIES:
  Proceeds from borrowings                                               -       577,000       626,014 
  Payments of borrowings                                          (121,247)     (779,204)     (656,409)
  Proceeds from exercise of stock options                           19,997             -        65,768 
  Purchase of treasury stock                                       (38,372)      (38,720)            - 
                                                               ------------  ------------  ------------

         Net cash (used in) provided by financing activities      (139,622)     (240,924)       35,373 
                                                               ------------  ------------  ------------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS                      1,565,681      (127,341)      530,539 
CASH AND EQUIVALENTS, BEGINNING OF YEAR                          1,969,852     2,097,193     1,566,654 
                                                               ------------  ------------  ------------

CASH AND EQUIVALENTS, END OF YEAR                              $ 3,535,533   $ 1,969,852   $ 2,097,193 
                                                               ============  ============  ============

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
  Cash paid during the year for:
    Interest                                                   $    32,524   $    85,595   $    35,238 
    Income taxes                                                         -             -       922,789 

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


<PAGE>


INNODATA  CORPORATION  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  1998,  1997  AND  1996
---------------------------------------------------

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BUSINESS  AND BASIS OF PRESENTATION - Innodata Corporation and subsidiaries (the
"Company") performs data conversion and content management services and document
imaging  services  tailored to customer requirements. The Company's services are
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.

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
services.

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, 1998 and 1997 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
1998  and  1996  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:

<TABLE>
<CAPTION>
<S>                                      <C>
                                              1996 

Acquisition costs                        $ 563,771 
Common stock issued                       (153,125)
                                         ----------

Payments in connection with acquisition  $ 410,646 
                                         ==========
</TABLE>



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

<TABLE>
<CAPTION>
<S>                     <C>
                        ESTIMATED USEFUL
CATEGORY                LIVES

Equipment                      3-5 years
Furniture and fixtures          10 years

</TABLE>

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

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

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."

SEGMENT  REPORTING  -  The  Company  adopted  Statement  of Financial Accounting
Standards SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information"  for  the  year ended December 31, 1998. SFAS No. 131 requires that
the Company disclose certain information about its operating segments defined as
"components  of  an  enterprise  about  which  separate financial information is
available  that  is evaluated regularly by the chief operating decision maker in
deciding  how  to  allocate  resources and in assessing performance." Generally,
financial  information  is  required to be reported on the basis that it is used
internally  for  evaluating  segment  performance  and  deciding how to allocate
resources  to  segments.

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.

INCOME  (LOSS)  PER  SHARE  -  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.

2.     FIXED  ASSETS

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

<TABLE>
<CAPTION>
<S>                            <C>         <C>
DECEMBER 31,                         1998        1997

Equipment                      $6,647,870  $6,095,004
Furniture and fixtures            427,807     372,566
Leasehold improvements            678,557     472,574
                               ----------  ----------

          Total                 7,754,234   6,940,144

Less accumulated depreciation
     and amortization           5,084,342   4,030,525
                               ----------  ----------

                               $2,669,892  $2,909,619
                               ==========  ==========

</TABLE>



As  of December 31, 1998 and 1997, the net book value of fixed assets located at
the  Company's production facilities in the Philippines, India and Sri Lanka was
approximately  $1,553,000  and $1,600,000, respectively.  In addition, equipment
financed  by  capital  leases  has  a net book value of $153,000 at December 31,
1998.

3.     INCOME  TAXES

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

<TABLE>
<CAPTION>
<S>                                        <C>         <C>         <C>
                                                1998        1997        1996 
Current income tax expense (benefit):
     Foreign                               $  50,000   $       -   $       - 
     Federal                                  55,000    (300,000)   (159,000)
     State and local                          45,000           -     (48,000)
                                           ----------  ----------  ----------

                                             150,000    (300,000)   (207,000)

Deferred income tax (benefit) expense       (482,000)    400,000    (150,000)
                                           ----------  ----------  ----------

(Benefit from) provision for income taxes  $(332,000)  $ 100,000   $(357,000)
                                           ==========  ==========  ==========

</TABLE>



During  1998 the Company utilized approximately $1,100,000 of net operating loss
carryforwards,  resulting  in  a  tax  benefit  of  $375,000.

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

<TABLE>
<CAPTION>
<S>                                                    <C>       <C>       <C>
                                                       1998      1997      1996 

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

Effect of:
     Valuation allowance                               (35.0)     34.0         - 
     Utilization of net operating loss carryforwards
          not previously recognized                    (19.5)        -         - 
     State income taxes (net of federal tax benefit)     1.6         -      (5.4)
     Foreign taxes                                       2.6         -         - 
     Other                                              (1.0)      2.4       2.2 
                                                       -----     -----     -----           

Effective rate                                         (17.3)%     2.4%    (37.2)%
                                                       =====     =====     =====   

</TABLE>



As  of December 31, 1998 and 1997, the composition of the Company's net deferred
taxes  is  as  follows:

<TABLE>
<CAPTION>
<S>                                       <C>         <C>
                                               1998        1997 

Deferred income tax assets:
     Allowances not currently deductible  $ 266,000   $ 247,000 
     Expenses not deductible until paid      60,000     161,000 
     Net operating loss carryforwards       150,000     500,000 
                                          ----------  ----------

                                            476,000     908,000 
Less:  valuation allowance                 (100,000)   (772,000)
                                          ----------  ----------

Deferred income tax assets                  376,000     136,000 
                                          ----------  ----------

Deferred income tax liabilities:
     Foreign source income, not taxable
          unless repatriated               (415,000)   (415,000)
     Depreciation and amortization          (10,000)   (252,000)
                                          ----------  ----------

                                           (425,000)   (667,000)
                                          ----------  ----------

Net deferred income tax liability         $ (49,000)  $(531,000)
                                          ==========  ==========

</TABLE>



The  valuation  allowance  reduces  total  deferred  tax  assets  to  an  amount
management believes will likely be realized. At December 31, 1998, the Company's
net operating loss carryforward for federal income tax purposes of approximately
$400,000  expires  in  2012. These net operating losses may be limited to annual
use  based  on  IRS  regulations.

4.     LONG-TERM  DEBT

Long-term  debt  is  as  follows:

<TABLE>
<CAPTION>
<S>                                       <C>      <C>
                                             1998      1997
Equipment leases, at 9.6% to 13.5%        $88,581  $226,335
Less: deferred interest                     7,774    24,281
                                          -------  --------

Total                                      80,807   202,054
Less: current portion of long-term debt    56,718   122,450
                                          -------  --------

Long-term debt                            $24,089  $ 79,604
                                          =======  ========

</TABLE>



Long  term  debt  matures as follows: 1999 - $62,494; 2000 - $19,299; and 2001 -
$6,788.

5.     COMMITMENTS  AND  CONTINGENT  LIABILITIES

LINE  OF  CREDIT - The Company has a line of credit with a bank in the amount of
$1 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
2003,  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  $350,000.  For  the years ended December 31, 1998, 1997 and 1996,
rent  expense  totaled  approximately  $700,000,  $940,000  and  $825,000,
respectively.

At  December  31,  1998,  future  minimum  annual  rental  commitments  on
non-cancellable  leases  are  as  follows:

<TABLE>
<CAPTION>
<S>       <C>
1999      $382,000
2000       191,000
2001       193,000
2002       165,000
          --------
           931,000
          ========          
</TABLE>



EMPLOYMENT  AGREEMENTS  -     The  Company has a three-year employment agreement
through  August  2000  with  its President and CEO.  He is currently paid at the
rate  of  $240,000  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 (after repricing in
June 1998): 10,000 options at $3.00 per share; 16,666 at $5.00; 23,333 at $6.00;
30,000  at  $7.00;  and  33,333 at $15.50.  The options are exercisable upon the
earliest  to  occur  of (i) various dates during 1999; or (ii) in the event of a
sale  of  the Company where a third party acquires more than 50% of the Company.

The  Company  has  an  employment  agreement  with  its former President and CEO
expiring September 30, 2000 that provides for a salary of $75,000 per annum.  He
will  serve  as  Vice  Chairman  of  the  Board  and  in executive capacities as
designated  by  the  CEO  or  the  Board  of  Directors.

LITIGATION  - The Company is subject to legal proceedings and claims which arise
in the ordinary course of its business. In the opinion of management, the amount
of  ultimate  liability with respect to these actions will not materially affect
the  Company's  financial  statements.

FOREIGN  CURRENCY  -  The  Company's  production  facilities  are located in the
Philippines,  India  and  Sri  Lanka. To the extent that the currencies of these
countries  fluctuate,  the  Company  is  subject  to  risks of changing costs of
production  after pricing is established for certain customer projects, although
most  arrangements  are  at  will  and  can  be  terminated  or  renegotiated.

OTHER COMMITMENTS - 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,  1998.  Under  the legislation, the Company is not required to
fund  future  costs,  if  any.

6.     CAPITAL  STOCK

COMMON  STOCK  -  In 1993 the Company sold pursuant to a public offering 563,500
shares  of  its  common  stock  and  certain  warrants  that expired in 1997 and
realized  net  proceeds  after  all  expenses  of  the  offering  of $6,752,585.

The  Company's  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.

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.

COMMON  STOCK RESERVED - At December 31, 1998, the Company reserved for issuance
999,356  shares  of  its common stock as follows: (a) 982,690 shares pursuant to
the  Company's  Stock  Option  Plans  (including  120,332  options issued to the
Company's  Chairman  and  its President which were not granted under the plans);
and (b) 16,666 shares issuable upon exercise of warrants issued to a consultant.

7.     STOCK  OPTIONS  AND  WARRANTS

STOCK  OPTIONS

The  Company adopted, with stockholder approval, 1993, 1994, 1995, 1996 and 1998
Stock  Option  Plans (the "1993 Plan," "1994 Plan," "1994 DD Plan," "1995 Plan,"
"1996  Plan"  and  the "1998 Plan") which provide for the granting of options to
purchase not more than an aggregate of 87,500, 105,000, 17,500, 200,000, 166,666
and  300,000  shares  of common stock, respectively, subject to adjustment under
certain  circumstances.  Such  options  may  be incentive stock options ("ISOs")
within  the meaning of the Internal Revenue Code of 1986, as amended, or options
that  do  not  qualify  as  ISOs  ("Non-Qualified  Options").

The  option  exercise price per share may not be less than the fair market value
per  share  of common stock on the date of grant (110% of such fair market value
for  an  ISO, if the grantee owns stock possessing more than 10% of the combined
voting  power  of  all  classes of the Company's stock).  Options may be granted
under  the  Stock  Option  Plan  to all officers, directors and employees of the
Company  and, in addition, Non-Qualified Options may be granted to other parties
who  perform services for the Company.  No options may be granted under the 1993
Plan  after  April 30, 2003, under the 1994 Plan and 1994 DD Plan, after May 19,
2004,  under  the 1995 Plan, after May 16, 2005, under the 1996 Plan, after July
8,  2006  and  under  the  1998  Plan,  after  July  8,  2008.

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
1998,  1997  and  1996  consistent  with  the  provisions  of  SFAS No. 123, the
Company's  net income would have been $1,463,259, or $1.00 per share, basic, and
$.97  per  share,  diluted,  in  1998, net loss would have been $(4,359,807), or
$(2.90)  per  share,  in 1997 and $(738,987), or $(.49) per share, in 1996.  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 5% in 1998 and 6.4% in 1997 and 1996;
expected  volatility  of  107%  in  1998  and  40%  in 1997 and 1996; and a zero
dividend yield.  The effects of applying SFAS No. 123 in this disclosure are not
indicative  of  future  disclosures.

<TABLE>
<CAPTION>
<S>                   <C>               <C>           <C>           <C>        <C>           <C>        <C>
                                                                                                        WEIGHTED
                                                      WEIGHTED                                          AVERAGE
                                                      AVERAGE       WEIGHTED                 WEIGHTED   FAIR
                      PER SHARE                       REMAINING     AVERAGE                  AVERAGE    VALUE,
                      RANGE OF          NUMBER        CONTRACTUAL   EXERCISE   NUMBER        EXERCISE   DATE OF
                      EXERCISE PRICES   OUTSTANDING   LIFE          PRICE      EXERCISABLE   PRICE      GRANT
                      ----------------  ------------  ------------  ---------  ------------  ---------  -------

Balance 1/1/96        $    7.89 - 9.75      132,696         3       $    8.25
                      $  10.14 - 17.85      135,050         3       $   12.93
                                        ------------                                                           
                                            267,746                                120,098   $  10.38
                                                                               ============                  

       Canceled       $           9.03         (166)
       Granted        $   6.93 - 11.79       29,666         5       $    9.18                           $  3.66
       Exercised      $    7.89 - 9.03       (7,646)
                                        ------------                                                           

Balance 12/31/96      $    6.93 - 9.75      138,717         3       $    8.13       111,513  $   8.88
                      $  10.14 - 17.85      150,883         3       $   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 
                                                                                ============                  

       Canceled       $   3.75 - 10.50     (161,366)
       Canceled       $  11.44 - 21.00     (162,543)
       Granted        $    3.00 - 6.38      176,299         5       $    5.49                           $  4.00
       Granted and
            Repriced  $    5.00 - 8.63      267,260         2       $    6.34                           $  2.67
       Granted and
            Repriced  $          15.50       33,333         3       $   15.50                           $  1.98
       Exercised      $           3.00       (6,666)
                                        ------------                                                           

BALANCE 12/31/98      $    3.00 - 9.03      537,217              3  $    5.67        97,496  $    4.13
                      $  14.28 - 17.85       36,483              2  $   15.69         3,150  $   17.65
                                        ------------                            ------------                     
                                            573,700                                 100,646 
                                        ============                            ============               

</TABLE>



WARRANTS

In  connection  with  a  consulting  agreement on December 18, 1995, the Company
issued  a  five-year  warrant to purchase 16,666 shares at a price of $11.44 per
share.


8.     SEGMENT  REPORTING

The  Company's  operations are classified in two business segments; Internet and
on-line  data  conversion  and  content management services and document imaging
services.

Internet and on-line data conversion and content management services provide all
the  necessary  steps  for product development and data conversion to enable its
customers  to  disseminate  vast amounts of information both on-line and via the
Internet.  Its  customers  represent  an array of major electronic publishers of
legal,  scientific,  educational,  and  medical  information,  as  well  as
document-intensive  companies  repurposing  their  proprietary  information into
electronic  resources  that  can  be  referenced  via  web-centric applications.

During  1998, 1997 and 1996, one customer that is comprised of twelve affiliated
companies,  accounted for 21%, 16% and 28% of the Company's Internet and on-line
data conversion and content management service revenues, respectively. One other
customer accounted for 13%, 10% and 10% of such revenues in 1998, 1997 and 1996,
respectively.  No  other  customer  accounted  for 10% or more of such revenues.
Further, in 1998, 1997 and 1996, export revenues, all of which were derived from
European  customers,  accounted  for  22%,  24%  and  22%, respectively, of such
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.

The  document  imaging  services  segment  provides  high  volume  backfile  and
day-forward  conversion  of  business  documents, technical manuals, engineering
drawings,  aperture  cards,  roll  film,  and microfiche, providing high quality
computer  accessible  images  and  indexing.

During  1998,  1997  and 1996 one customer accounted for 53%, 11% and 12% of the
Company's  document  imaging  service revenues, respectively. The Company has no
present arrangements with this customer for 1999. Another customer accounted for
10%  and  12% of such revenues in 1997 and 1996. No other customer accounted for
10%  or  more  of  such  revenues.
<TABLE>
<CAPTION>
<S>                            <C>            <C>           <C>   
                                      1998           1997           1996
Revenues
--------
Internet and on-line services  $17,401,346    $18,032,232*   $17,852,384
Document imaging services        2,192,007      2,084,703      2,684,064
                               -----------    -----------    -----------             

Total consolidated             $19,593,353    $20,116,935    $20,536,448
                               ===========    ===========    ===========             

<FN>
*  Includes $2,612,000 from journal and book pagination and medical transcription
businesses  that  were  discontinued  in  1997.
</TABLE>



<TABLE>
<CAPTION>
<S>                                <C>              <C>              <C>           
Income (loss) before income taxes
---------------------------------                                                           
Internet and on-line services      $ 3,151,928(a)   $(2,894,158)(c)  $(475,744)
Document imaging services           (1,234,248)(b)   (1,206,060)(d)   (483,754)
                                   ------------     ------------     ----------

Total consolidated                 $ 1,917,680      $(4,100,218)     $(959,498)
                                   ============     ============     ==========                 

<FN>
(a)     Includes  gain  on  foreign  currency contracts and reversal of previously estimated
liabilities  of  $736,000.
(b)     Includes  write  off  of  goodwill  of  $382,000.
(c)     Includes  loss  on foreign currency contracts and restructuring costs of $2,107,000.
(d)     Includes  restructuring  costs  of  $793,000.
</TABLE>



<TABLE>
<CAPTION>
<S>                            <C>          <C>          <C>
                                      1998         1997         1996
Total assets
-----------------------------                                       
Internet and on-line services  $ 9,520,116  $ 8,703,927  $ 9,501,943
Document imaging services        1,075,392    1,325,320    2,914,353
                               -----------  -----------  -----------

Total consolidated             $10,595,508  $10,029,247  $12,416,296
                               ===========  ===========  ===========

Capital expenditures
--------------------
Internet and on-line services  $   980,218  $   907,535  $ 1,071,190
Document imaging services           44,404      107,553      160,083
                               -----------  -----------  -----------

Total consolidated             $ 1,024,622  $ 1,015,088  $ 1,231,273
                               ===========  ===========  ===========

Depreciation and amortization
-----------------------------                                       
Internet and on-line services  $ 1,116,445  $ 1,048,875  $ 1,115,674
Document imaging services          206,276      272,680      257,057
                               -----------  -----------  -----------

Total consolidated             $ 1,322,721  $ 1,321,555  $ 1,372,731
                               ===========  ===========  ===========
</TABLE>




9.     INCOME  (LOSS)  PER  SHARE
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>           <C>
                                                            1998         1997         1996 

Net income (loss)                                     $2,249,680  $(4,200,218)  $ (602,498)
                                                      ==========  ============  ===========

Weighted average common shares outstanding             1,478,408    1,501,043    1,503,196 
Dilutive effect of outstanding warrants and options       31,391            -            - 
                                                      ----------  ------------  -----------

Adjusted for dilutive computation                      1,509,799    1,501,043    1,503,196 
                                                      ==========  ============  ===========

Basic income (loss) per share                         $     1.52  $     (2.80)  $     (.40)
                                                      ==========  ============  ===========

Diluted income (loss) per share                       $     1.49  $     (2.80)  $     (.40)
                                                      ==========  ============  ===========

</TABLE>



Reference is made to Note 7 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.     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  services  division and merge the east and west
coast  document  imaging  operations  into  one  facility on the west coast. The
restructuring  costs  consisted  of estimated losses on leases and severance pay
totaling  approximately  $325,000,  while  the  impairment  costs consisted of a
write-off  of goodwill in connection with the document imaging business totaling
approximately  $700,000  and  fixed  assets  related  to  both  the  imaging and
publishing  services  businesses  totaling  approximately  $475,000.

In  the  fourth  quarter  of  1998,  management  determined  that  its  plans to
significantly  increase  the  revenues  of the document imaging services segment
were  not realized. While management continues to evaluate this business, it was
determined  that  the  goodwill  associated  with  the  business  could  not  be
recovered. Accordingly, the remaining unamortized amount of $382,000 was written
off  at  December  31,  1998.  Further,  certain  estimated  liabilities  for
restructuring  and other items totaling $249,000 were deemed in excess of actual
amounts  payable  and  were  recognized as income in the fourth quarter of 1998.

11.     FOREIGN  CURRENCY  CONTRACTS

The  Company  recognized  an unrealized loss of $1,400,000 in 1997 in connection
with  foreign  currency contracts that were in dispute. The loss represented the
difference between the contract rate for Philippine pesos and the estimated fair
value  at  December 31, 1997. In the second quarter of 1998, the Company reached
an  agreement  regarding  the  disputed  currency  contracts. This resulted in a
reduction  of  the  estimated liability previously provided by $487,000 that was
recognized  as  a  gain.







<PAGE>
                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

OFFICERS  AND  DIRECTORS

     The  officers  and  directors  of  the  Company  are  as  follows:
<TABLE>
<CAPTION>
<S>                         <C>  <C>
NAME                        AGE  POSITION
--------------------------  ---  --------------------------------------------------
Barry Hertz                  49  Chairman of the Board, Chief Executive Officer

Alan Schnelwar               59  Senior Vice President and Director

Martin Kaye                  51  Vice President - Finance, Chief Financial Officer,
    Secretary and Director

E. Bruce Fredrikson          61  Director

Morton Mackof                51  Director

Jack Spiegelman              60  Director
</TABLE>



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

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

ALAN  SCHNELWAR  has  been  a Vice President of Track in charge of the Dial/Data
service  since  1988,  and  was  elected  President of Global in August 1994. He
served  as  President  until  March  1996  and  became the Company's 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,  Chief  Financial  Officer 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, 1998 to the Company's Chief Executive
Officer  and  to the executive officers whose aggregate cash and cash equivalent
compensation  exceeded  $100,000.


<PAGE>

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>                    <C>       <C>       <C>      <C>       <C>
                       NUMBER
                       OF STOCK
                       FISCAL    ANNUAL    OPTIONS
NAME AND POSITION      YEAR      SALARY    BONUS    TOTAL     AWARDED
---------------------  --------  --------  -------  --------  -------

Barry Hertz                1998  $375,000        -  $375,000   40,000
Chairman, CEO              1997   350,000        -   350,000        -
                           1996   350,000        -   350,000   40,000

Alan Schnelwar             1998  $190,000        -  $190,000   25,000
Senior Vice President      1997   180,000        -   180,000   25,000
                           1996   165,000        -   165,000   25,500
</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>
                                                                    POTENTIAL
                              PERCENT                               REALIZED
                              OF TOTAL                              VALUE AT
                              OPTIONS                               ASSUMED ANNUAL
                              GRANTED TO                            RATES OF STOCK
                  NUMBER OF   EMPLOYEES                             APPRECIATION FOR 
                  OPTIONS     IN FISCAL     EXERCISE    EXPIRATION  OPTION TERM
NAME              GRANTED     YEAR          PRICE       DATE           5%      10%
--------------    ----------  ------------  ----------  ----------  -------  -------

Barry Hertz           40,000     10%           $3.00   4/2003       $33,200  $73,200

Alan Schnelwar        25,000      6%           $3.00   4/2003       $20,750  $45,750
</TABLE>




                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
                          FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
<S>             <C>          <C>            <C>              <C>
                                            NUMBER OF        VALUE OF
                                            UNEXERCISED      UNEXERCISED
                                            OPTIONS          IN-THE-MONEY
                                            AT FISCAL        OPTIONS AT
                SHARES                      YEAR END         FISCAL YEAR END
                ACQUIRED ON  VALUE          EXERCISABLE/     EXERCISABLE/
NAME            EXERCISE     REALIZED       UNEXERCISABLE    UNEXERCISABLE
--------------  -----------  -------------  ---------------  ------------------

Barry Hertz          75,366    $ 487,365      64,634/40,000  $549,316 /$315,200

Alan Schnelwar       65,500    $ 385,953      25,000/25,000  $ 222,000/$197,000
</TABLE>



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

DIRECTORS  COMPENSATION

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

Messrs.  Fredrikson  and  Spiegelman will each receive options to purchase 7,000
and 5,000 shares annually, respectively, under the 1995 Disinterested Directors'
Stock  Option  Plan  as  compensation  for  their  services.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

For  the Company's fiscal year ended December 31, 1998, 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 and Mr.
Kaye  is  chief financial officer and a director of Innodata. Messrs. Fredrikson
and  Mackof  are  also  directors  of  Innodata.

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

The  Company  believes  that  during  the  period  from  January 1, 1998 through
December  31,  1998  all  Section  16(a)  filing  requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with.



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

The  following  table sets forth, as of February 28, 1999, information regarding
the  beneficial  ownership  of  the  Company's  Common Stock based upon the most
recent  information  available  to  the Company for (i) each person known by the
Company  to  own  beneficially  more  than  five  (5%)  percent of the Company's
outstanding  Common Stock, (ii) each of the Company's officers and directors and
(iii)  all  officers  and directors of the Company as a group.  Unless otherwise
indicated,  each  stockholder's  address is c/o the Company, 56 Pine Street, New
York,  New  York  10005.

SHARES  OWNED  BENEFICIALLY  (1)

<TABLE>
<CAPTION>
<S>                                     <C>         <C>
                                        NO. OF       % OF 
NAME                                    SHARES      CLASS
--------------------------------------  ----------  ------
Barry Hertz (2)                         11,549,645   77.4%

Morton Mackof (3)                          232,500    1.6%

Alan Schnelwar (4)                          37,500      * 

Martin Kaye (4)                             32,500      * 

Jack Spiegelman (5)                         11,000      * 

E. Bruce Fredrikson (4)
Syracuse University
School of Management
Syracuse, NY 13244                          12,000      * 

All Officers and Directors as a Group
(six persons)(2)(3)(4)(5)               11,875,145   79.2%
<FN>

*  =  less  than  1%

(1)     Except  as  noted  otherwise,  all  shares are owned beneficially and of
record.  Based  on  14,898,716  shares  outstanding.
(2)     Consists  of  11,086,745  shares  owned  by Mr. Hertz and 442,900 shares
owned  by Trusts established in the names of Mr. Hertz's children. Also includes
20,000  options which are presently exercisable under the Company's Stock Option
Plans.
(3)     Consists of 20,500 shares owned of record and 212,000 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  shares issuable upon the exercise of presently exercisable
options  granted  under  the  Company's  Stock  Option  Plans.
(5)     Consists  of  1,000  shares owned by his wife as to which Mr. Spiegelman
disclaims  beneficial  interest  and 10,000 shares issuable upon the exercise of
presently  exercisable  options  granted under the Company's Stock Option Plans.
</TABLE>



<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  Company  guarantees  a  mortgage  on  real  estate  owned  by a partnership
controlled  by  Mr.  Hertz and members of his family. At December 31, 1998, such
mortgage  provided for interest at 10% per annum and had a balance of $1,610,000
due  May  2000.  See  Item  2.  "Properties"  for  information  on  leases  from
partnerships  affiliated  with  Mr.  Hertz.

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 further 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.

In  July  1998  the  Company  entered into a software development agreement with
Third  Millennium  Technology,  Inc. ("TMT"), a corporation controlled by Morton
Mackof, a director of the Company. The agreement is for an initial period of two
years  and  is  renewable  annually thereafter unless cancelled. The Company may
terminate  this agreement after two years by paying $40,000 plus continuation of
fees  provided  in  the  contract for a third year. The monthly fees paid to TMT
consist of a declining fee per user of the Company's myTrack service. Additional
fees  are  payable in connection with revenues from on-line trading. The Company
granted  TMT a five year option to purchase 30,000 shares of its common stock at
$4.00  per  share  exercisable  15,000  at  the  end  of  each  of the first two
anniversaries.  Fees  paid  to TMT under this agreement and for other consulting
services  totaled  $98,132  in  1998.





<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 Global (4)
10.9     1996 Stock Option Plan (5)
10.10    1998 Stock Option Plan (6)
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
(6)     Previously filed as Appendix A to Definitive Proxy for November 5, 1998,
Annual  Meeting  of  Stockholders
</TABLE>



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

None.


<PAGE>
                                   SIGNATURES


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

TRACK  DATA  CORPORATION


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



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

<TABLE>
<CAPTION>
<S>                  <C>                                        <C>
SIGNATURE            TITLE                                      DATE
-------------------  -----------------------------------------  --------------

    /s/              Chairman of the Board and                  March 25, 1999
-------------------                                                           
Barry Hertz          Chief Executive Officer

    /s/              Senior Vice President and Director         March 25, 1999
-------------------                                                           
Alan Schnelwar

    /s/              Vice President,  Chief                     March 25, 1999
-------------------                                                           
Martin Kaye          Financial Officer, Secretary and Director

    /s/              Director                                   March 25, 1999
-------------------                                                           
E. Bruce Fredrikson

    /s/              Director                                   March 25, 1999
-------------------                                                           
Morton Mackof

    /s/              Director                                   March 25, 1999
-------------------                                                           
Jack Speigelman
</TABLE>