TRACK DATA CORPORATION

                                95 ROCKWELL PLACE
                            BROOKLYN, NEW YORK 11217

                              INFORMATION STATEMENT

     This  information  statement is provided by the Board of Directors of Track
Data  Corporation,  a  Delaware  corporation,  in  connection  with  a  proposed
stockholder  action  by written consent to authorize and approve an amendment to
the  Company's  Certificate  of  Incorporation to increase the authorized Common
Stock  to  60,000,000  shares  of  $.01  par  value  Common  Stock.

     Stockholdings representing approximately 77% of the total outstanding votes
of  all issued and outstanding Common Stock of the Company have consented to the
proposal  and are sufficient to take the proposed action. The Board of Directors
does  not  intend to solicit any proxies or consents from any other stockholders
in  connection  with  this  action.

     WE  ARE  NOT  ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

     The  Company's  principal  executive  office  address is 95 Rockwell Place,
Brooklyn,  New  York,  11217.  This  Information Statement will be mailed to the
Company's  stockholders  on  or  about  May  5,  1999.



                    PROPOSAL CONCERNING INCREASE IN NUMBER OF
                        AUTHORIZED SHARES OF COMMON STOCK

     The  Board  of  Directors  has  adopted  a  proposal declaring advisable an
amendment  to  the Company's Certificate of Incorporation to increase the number
of  authorized  shares  of  Common  Stock of the Company to 60,000,000 shares of
Common  Stock,  with  a  par  value  of  $.01  per  share  (the  "Proposed Stock
Amendment").  The  form  of  the  Proposed Stock Amendment is attached hereto as
Exhibit  A.

     At  March 31, 1999, the authorized Common Stock of the Company consisted of
30,000,000  shares  of  Common  Stock, par value $.01 per share. As of March 31,
1999,  14,897,649  shares  of  Common Stock were outstanding. In addition, as of
March  31,  1999  an aggregate of 1,972,979 shares of Common Stock were reserved
for issuance upon: (i) exercise of options granted or which may be granted under
the  Company's  Stock  Option  Plans  (1,861,979  shares);  and (ii) exercise of
various  other  outstanding  warrants and options (111,000 shares). The Board of
Directors  proposed  to  increase  the number of its authorized shares of Common
Stock  in  order  to be able to have adequate Common Stock available to meet its
current  obligations  to  issue  Common  Stock  and  in  order to utilize equity
issuances  in  future  financings  and  acquisitions  and for stock dividends or
splits.

     If  the  Proposed Stock Amendment is adopted by the Company's stockholders,
the  additional  shares  of  Common Stock would be issuable at any time and from
time  to time, by action of the Board of Directors without further authorization
from  the Company's stockholders, except as otherwise required by applicable law
or  rules  and  regulations to which the Company may be subject, to such persons
and  for  such  consideration  (but  not less than the par value thereof) as the
Board  of  Directors  determines. Holders of Common Stock of the Company have no
preemptive  rights  to  acquire  or subscribe to any of the additional shares of
Common  Stock.

     Issuance  of additional Common Stock, directly or upon exercise of warrants
or  options, would have a dilutive effect on the voting power of the outstanding
Common  Stock  of  the  Company.  Depending  upon  the  number  of shares of the
Company's  Common Stock issued and the amount of any additional consideration to
be  paid  upon  the  conversion  of  any  shares of Preferred Stock, if and when
issued,  into  shares  of  Common  Stock  (if  the  Board  of  Directors affords
conversion  privileges  for Preferred Stock) and the relationship thereof to the
book  value  of  the  Common  Stock,  it is possible that issuance of any of the
Common  Stock,  either directly or upon conversion of any Preferred Stock, could
have  a  dilutive  effect  on  stockholders'  equity  in  the  Company.


CONSIDERATIONS
- --------------

     If  the  Proposed  Stock Amendment is not approved, the Company will have a
limited  number of authorized shares of Common Stock available for future use by
the  Company.  The  Company's  management believes that the authorization of the
additional  shares  of Common Stock are in the best interests of the Company and
its stockholders so that sufficient shares will be readily available for use, if
feasible,  in  acquisitions,  in  raising  additional  capital and for grants as
incentives  to employees, officers, directors and consultants of the Company, as
well  as  for  stock  dividends  or  splits.

     From  time  to  time  the  Company  may  consider  acquisitions  or  other
transactions  which  may  require  the  issuance  of shares of Common Stock. The
Company's  management  believes  that  the  increase in the number of authorized
shares  of  Common  Stock  is  in  the  best  interests  of  the Company and its
stockholders  since additional shares of Common Stock will be available for use,
if  feasible, in acquisitions and in raising additional capital and will provide
the  Company  with  the  flexibility  of having a broader choice in the type and
number  of  equity  securities available to it for the above and other corporate
purposes.

     Due  to  the Board of Directors' discretion in connection with the issuance
of additional shares of Common Stock and in connection with the issuance and the
relative  rights  and preferences of the Preferred Stock, such as its ability to
cause the Common Stock or Preferred Stock to be issued in a private placement or
to  determine  the  convertibility of the Preferred Stock, it may, under certain
circumstances,  possess  timing  and  other advantages in responding to a tender
offer  or  other  attempt  to  gain  control of the Company, which may make such
attempts more difficult and less attractive. For example, issuance of additional
shares would increase the number of shares outstanding and could necessitate the
acquisition  of a greater number of shares by a person making a tender offer and
could  make  such  acquisition  more  difficult  since  the  recipient  of  such
additional  shares  may  favor  the  incumbent  management.  Moreover,  these
advantages,  including  the  right  to grant voting powers to the holders of the
Preferred  Stock,  gives  the Board of Directors the ability to provide any such
holders  with  a  veto power over actions proposed to be taken by the holders of
the  Company's  Common  Stock. This could have the effect of insulating existing
management  from  removal  even  if  it  is  in  the best interest of the common
stockholders.  Management  of  the  Company  is  not  aware  of  any existing or
threatened  efforts  to  obtain  control  of  the  Company.


                                APPROVAL REQUIRED

     The  approval  of a majority of the outstanding stock entitled to vote will
be  necessary  to  approve  the  proposed  amendment.  As  discussed  above, the
Company's  Board  of Directors has obtained written consent for the amendment to
the  Certificate  of  Incorporation  from  Mr.  Barry  Hertz,  Chairman, CEO and
principal  stockholder  of  the  Company  with  voting  authority  for  stock
representing  approximately 77% of the votes of the Company's outstanding Common
Stock. The Board of Directors does not intend to solicit any proxies or consents
from  any  other  stockholders  in  connection  with  this  action.





                                                                      ----------
                                                                       Exhibit A
                                                                      ----------

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             TRACK DATA CORPORATION

     Track  Data  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  pursuant  to the recommendation of the Board of Directors of Track
Data  Corporation,  the  following  resolution  amending  the  Certificate  of
Incorporation  of  said  corporation, has been adopted by the written consent of
stockholders  of  said  corporation  holding a majority of the outstanding stock
entitled  to  vote  thereon.  The  resolution  setting forth the amendment is as
follows:

RESOLVED,  that  Article Fourth (a) of the Certificate of Incorporation shall be
amended  to  read  in  its  entirety  as  follows:

"(a)  The  total  number  of  shares  of  stock which the Corporation shall have
authority to issue is 60,000,000 shares of Common Stock, and 1,000,000 shares of
Preferred  Stock,  all  par  value  $.01  per  share."

SECOND:  That  these  resolutions  have  been  adopted  by  written  consent  of
stockholders  holding  a  majority  of  the  outstanding  stock entitled to vote
thereon  in  accordance with Sections 216 and 228 of the General Corporation Law
of  the  State  of  Delaware.

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 Track Data Corporation has caused this certificate to
be signed by its Vice President, and its Assistant Secretary, this           day
of  May,  1999.

Track  Data  Corporation

By:    /s/                        Attest:   /s/
   ---------------------------           ----------------------------------
   Martin Kaye, Vice President           Cindy Belmore, Assistant Secretary