EXHIBIT 32.1



                            CERTIFICATION PURSUANT TO
                         THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report on Form 10-KSB/A (No. 1) of INSCI
Corp. (the "Company") for the fiscal year ended March 31, 2004 (the "Report"),
Henry F. Nelson, President and Chief Executive Officer of the Company hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:


1.       the Report fully complies with the  requirements of Section 13(a) or
         15(d) of the Securities  Exchange Act of 1934.;
         and


2.       the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.




Date: July 29, 2004

/S/ HENRY F. NELSON.
Henry F. Nelson
Chief Executive Officer, President and Chief Financial Officer



A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 90, has been provided to INSCI Corp. and will be retained by
INSCI Corp. and furnished to the Securities and Exchange Commission or its staff
upon request.