-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PvUSgX5fD2ZuC/ldcy3Rl8lLtJ0Y0FfEn67OcrJJq17o6OCoi4ThEtug1Z6wddJq
 UoMJZfdgKClHVANNb8EPVw==

<SEC-DOCUMENT>0001157523-06-004956.txt : 20060510
<SEC-HEADER>0001157523-06-004956.hdr.sgml : 20060510
<ACCEPTANCE-DATETIME>20060510081250
ACCESSION NUMBER:		0001157523-06-004956
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060510
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060510
DATE AS OF CHANGE:		20060510

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INNODATA ISOGEN INC
		CENTRAL INDEX KEY:			0000903651
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				133475943
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1216

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22196
		FILM NUMBER:		06823382

	BUSINESS ADDRESS:	
		STREET 1:		THREE  UNIVERSITY PLAZA
		STREET 2:		SUITE 506
		CITY:			HACKENSACK
		STATE:			NJ
		ZIP:			07601
		BUSINESS PHONE:		201 488 1200

	MAIL ADDRESS:	
		STREET 1:		THREE UNIVERSITY PLAZA
		STREET 2:		SUITE 506
		CITY:			HACKENSACK
		STATE:			NJ
		ZIP:			07601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INNODATA CORP
		DATE OF NAME CHANGE:	19930505
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5145198.txt
<DESCRIPTION>INNODATA ISOGEN, INC. 8-K
<TEXT>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report: May 10, 2006

                       (Date of earliest event reported):


                              INNODATA ISOGEN, INC.
             (Exact name of registrant as specified in its charter)


             Delaware                0-22196               13-3475943
  (State or other jurisdiction     (Commission          (I.R.S. Employer
        of incorporation)          File Number)         Identification No.)


           Three University Plaza                            07601
            Hackensack, NJ 07601                           (Zip Code)
  (Address of principal executive offices)


                                 (201) 488-1200
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Item 2.02    Results of Operations and Financial Condition.
             ----------------------------------------------

     On May 10, 2006, Innodata Isogen, Inc. issued a press release announcing
its first quarter 2006 financial results. A copy of the press release is
attached hereto as Exhibit 99.1.

     In accordance with General Instruction B.2 of Form 8-K, the information in
this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.


Item 9.01    Financial Statements and Exhibits.
             ----------------------------------

99.1             Press release dated May 10, 2006.




                                       2
<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               INNODATA ISOGEN, INC.



Date: May 10, 2006                             By: /s/ Steven L. Ford
                                                   -----------------------------

                                                    Steven L. Ford
                                                    Executive Vice President
                                                    and Chief Financial Officer



                                       3
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


   Exhibit No.                                 Description
   -----------           -------------------------------------------------------
      99.1               Press Release of Innodata Isogen, Inc., dated May 10,
                         2006, reporting first quarter 2006 financial results.


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5145198ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

          Innodata Isogen Reports First Quarter 2006 Results

    NEW YORK--(BUSINESS WIRE)--May 10, 2006--INNODATA ISOGEN, INC.
(NASDAQ:INOD), a leading provider of content supply chain solutions,
today announced a loss of $1,346,000, or $0.06 per diluted share, for
the first quarter of 2006, versus net income of $299,000, or $0.01 per
diluted share, for the first quarter of 2005.
    Revenues were $10,285,000 for the three months ended March 31,
2006, down 8% from revenues of $11,190,000 for the same period last
year. Despite the lower revenues, the company saw cash and equivalents
increase slightly, from approximately $20,059,000 at December 31, 2005
to approximately $20,305,000 at March 31, 2006.
    While second quarter 2006 revenues could be somewhat lower year
over year, the company remains confident that its performance will
improve in the second half of the year, and that revenues for all of
2006 will exceed 2005 revenues, according to Jack Abuhoff, chairman
and chief executive officer of Innodata Isogen.
    "The pace of new business activity is brisk - and we're seeing a
growing number of attractive opportunities emerge," Abuhoff said. "In
addition, I'm seeing signs of improvement and growing momentum in our
sales efforts."
    Abuhoff continued, "There is a lot of opportunity out there for
both our content and professional services divisions - as an
increasing number of Global 2000 enterprises, as well as major
publishers and information services providers, seek to control content
costs, compete more aggressively and achieve better outcomes."
    Abuhoff said that continued growth in the economy, especially in
the business sector, should sustain capital spending in Innodata
Isogen's target markets. He expects the company's customers to
continue to fund and expand new product development and legacy product
enhancements and also invest in systems and infrastructure upgrades.

    Timing of Conference Call with Q&A

    Innodata Isogen will conduct an earnings conference call,
including a question & answer period, at 11:00 AM ET today. You can
participate in this call by dialing the following call-in numbers:

1-877-704-5386 (Domestic)
1-913-312-1302 (International)

1-888-203-1112 (Domestic Replay)
1-719-457-0820 (International Replay)
Pass code on Replay only: 2692204

    Investors are also invited to access a live webcast of the
conference call at the Investor Relations section of
www.innodata-isogen.com. Please note that the webcast feature will be
in listen-only mode. Call-in or Webcast replay will be available for
30 days following the conference call.

    About Innodata Isogen

    Innodata Isogen (NASDAQ:INOD) helps organizations create, manage
and distribute information more effectively and economically,
providing a comprehensive range of content-focused IT and BPO services
to solve information management and publishing challenges.

    We are headquartered in Hackensack, New Jersey, just outside of
New York City. We have two additional solution centers in North
America, seven production facilities in Asia (the Philippines, India
and Sri Lanka) and a technology and tools development center in India.

    Innodata Isogen (www.innodata-isogen.com) is named to both
EContent magazine's EContent 100 and KM World magazine's 100 Companies
That Matter In Knowledge Management. KM World also recognized the
unique value of Innodata Isogen's comprehensive content supply chain
solutions in its Trend-Setting Products of 2005 annual honors.

    This release contains certain forward-looking statements,
including without limitation, statements concerning the company's
operations, economic performance, and financial condition. These
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
The words "estimate," "believe," "expect," and "anticipate" and other
similar expressions generally identify 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, continuing revenue
concentration in a limited number of clients, continuing reliance on
project-based work, worsening of market conditions, changes in
external market factors, the ability and willingness of the company's
clients and prospective clients to execute business plans which give
rise to requirements for digital content and professional services in
knowledge processing, difficulty in integrating and deriving synergies
from acquisitions, potential undiscovered liabilities of companies
that Innodata Isogen acquires, changes in the company's business or
growth strategy, the emergence of new or growing competitors, various
other competitive and technological factors, and other risk 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 release will
occur. We undertake no obligation to update or review any guidance or
other forward-looking information, whether as a result of new
information, future developments or otherwise.


                INNODATA ISOGEN, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except per share amounts)
                              (Unaudited)

                                                  Three Months Ended
                                                       March 31,

                                                   2006        2005
                                                 ---------    --------

REVENUES                                          $10,285     $11,190
                                                 ---------    --------

OPERATING COSTS AND EXPENSES:
 Direct operating expenses                          8,353       8,203
 Selling and administrative expenses                3,386       2,684
 Interest (income) - net                             (151)        (81)
                                                 ---------    --------

     Total                                         11,588      10,806
                                                 ---------    --------
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES    (1,303)        384

PROVISION FOR INCOME TAXES                             43          85
                                                 ---------    --------
NET (LOSS) INCOME                                ($ 1,346)    $   299
                                                 =========    ========

BASIC (LOSS) INCOME PER SHARE                    (   $.06)       $.01
                                                 =========    ========
WEIGHTED AVERAGE SHARES OUTSTANDING                24,033      22,691
                                                 =========    ========

DILUTED (LOSS) INCOME PER SHARE                  (   $.06)       $.01
                                                 =========    ========
ADJUSTED DILUTIVE SHARES OUTSTANDING               24,033      25,110
                                                 =========    ========


                INNODATA ISOGEN, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (in Thousands)

                                               March 31,  December 31,
                                                 2006        2005
                                              ----------- ------------
                                               Unaudited  Derived from
                                                            audited
                                                           financial
                                                           statements
ASSETS

CURRENT ASSETS:
Cash and equivalents                             $20,305      $20,059
Accounts receivable-net                            6,078        7,169
Prepaid expenses and other current assets          1,723        1,543
Refundable income taxes                            1,215        1,215
Deferred income taxes                                133          338
                                              ----------- ------------

       Total current assets                       29,454       30,324

PROPERTY AND EQUIPMENT - NET                       5,086        4,823

OTHER ASSETS                                       1,872        1,789

GOODWILL                                             675          675
                                              ----------- ------------

TOTAL                                            $37,087      $37,611
                                              =========== ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses            $ 4,135      $ 3,299
Accrued salaries, wages and related benefits       3,455        3,567
Income and other taxes                             1,431        1,363
  Current portion of long term obligations           621          663
                                              ----------- ------------

       Total current liabilities                   9,642        8,892

DEFERRED INCOME TAXES                              1,152        1,357

LONG TERM OBLIGATIONS                                411          548

STOCKHOLDERS' EQUITY                              25,882       26,814
                                              ----------- ------------


TOTAL                                            $37,087      $37,611
                                              =========== ============

    CONTACT: Innodata Isogen, Inc.
             Steven L. Ford, 201-371-2510
             sford@innodata-isogen.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
