Sec Form 4 Filing - INNODATA ISOGEN INC @ INNODATA ISOGEN INC - 2005-05-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person INNODATA ISOGEN INC 2. Issuer Name and Ticker or Trading Symbol INNODATA ISOGEN INC [ INOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO, President (Last) (First) (Middle) C/O INNODATA ISOGEN, INC., THREE UNIVERSITY PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2005 (Street) HACKENSACK, NJ07601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option ( 1 ) $ 1.56 05/16/2005 J 220,000 ( 2 ) 05/31/2005 Common Stock 220,000 ( 1 ) 30,000 D Stock Option ( 1 ) $ 2.59 05/16/2005 J 220,000 ( 2 ) ( 1 ) Common Stock 220,000 ( 1 ) 220,000 D Stock Option ( 3 ) $ 2.25 05/16/2005 J 770,000 ( 2 ) 10/08/2005 Common Stock 770,000 ( 3 ) 0 D Stock Option ( 3 ) $ 2.59 05/16/2005 J 770,000 ( 2 ) ( 3 ) Common Stock 770,000 ( 3 ) 770,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INNODATA ISOGEN INC C/O INNODATA ISOGEN, INC. THREE UNIVERSITY PLAZA HACKENSACK, NJ07601 X Chairman, CEO, President Signatures Stephen Agress, Attorney-In-Fact for Jack Abuhoff 05/18/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reported transaction involves the change in expiration date of previously reported and vested stock options from May 31, 2005 to: 44,000 expiring on May 31, 2009, 44,000 expiring on May 31, 2010, 44,000 expiring on May 31, 2011, 44,000 expiring on May 31, 2012, and 44,000 expiring on May 31, 2013; and the change of the exercise price from $1.56 to $2.59. ( 2 )Currently exercisable ( 3 )Reported transaction involves the change in expiration date of previously reported and vested stock options from October 8, 2005 to: 154,000 expiring on September 30, 2009, 154,000 expiring on September 30, 2010, 154,000 exprining September 30, 2011, 154,0000 expiring on September 30, 2012 and 154,0000 expiring on March 31, 2014; and the change of the exercise price from $2.25 to $2.59.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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