EXHIBIT 3.1 (C)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              INNODATA CORPORATION

Innodata  Corporation,  a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That at a meeting  of the Board of  Directors  of  Innodata  Corporation
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED,  that the Certificate if  Incorporation of this corporation be amended
by changing  Paragraph thereof numbered "1" so that, as amended,  said Paragraph
shall be read as follows:

The name of the Corporation is Innodata  Isogen,  Inc., a corporation  formed in
accordance with the General Corporation Law of Delaware.

SECOND:  That thereafter,  pursuant to resolution of its Board of Directors,  an
annual meeting of the  stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said  corporation  shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF,  said Innodata Corporation has caused this certificate to be
signed by Jack S. Abuhoff,  Chairman and Chief Executive Officer,  this 14th day
of November, 2003.


                                                 By: /s/
                                                     ---------------------------
                                                 Title: Chairman and Chief
                                                        Executive Officer
                                                 Name:  Jack S. Abuhoff