8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549FORM 8-KCURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 8, 2010(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 of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

(201) 371-8000(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))

Item 4.02       Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)    On February 8, 2010, the Audit Committee of the Board of Directors of Innodata Isogen, Inc. concluded that because of certain errors relating to its income tax computation that are described below, the following financial statements should no longer be relied upon: the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.

The errors relate primarily to the computation of the Company's deferred income tax asset and income tax benefit and related valuation allowances. The net result of these errors is that for 2008 the Company’s reported net income of $7,584,000 was overstated by $926,000, or $0.04 per diluted share, and the Company’s deferred tax asset on its consolidated balance sheet was overstated by the same amount. The errors did not affect revenues, operating income, pre-tax income, or cash-flows for any period or net income during 2009, and have no impact on the Company’s tax returns for 2008 or 2009.

To correct these errors the Company has filed restated financial statements in an amended Annual Report on Form 10-K/A for the year ended December 31, 2008 and the Company has also filed restated financial statements in an amended Quarterly Report on Form 10-Q/A for the period ended September 30, 2009.

In 2005 and 2006, the Company established a deferred tax asset to reflect tax loss carryforwards that were generated in those years. The Company also established an offsetting valuation allowance as management believed that it was more likely than not that such deferred tax assets would not be realized. In 2006 and 2007, the deferred tax asset and the valuation allowance erroneously included losses generated by tax deductions that were taken by the Company on the exercise of stock options. The deferred tax asset and the valuation allowance were also overstated because an incorrect state income tax rate was applied to state tax loss carryforwards for the calculation of the related deferred tax asset. Since the recorded deferred tax asset and the valuation allowance offset each other in 2006 and 2007, the errors did not affect net income or reported asset accounts in those years.

In the fourth quarter of 2008, based on management’s assessment that the deferred tax asset would more likely than not be realized, management reversed the entire valuation allowance. Since the Company’s deferred tax asset account and valuation allowance were both overstated, the reversal in 2008 of the valuation allowance resulted in the erroneous recognition of a deferred tax asset and related tax benefit in 2008.

The Audit Committee of the Board of Directors discussed these matters with the Company’s independent registered public accounting firms.


Item 9.01       Financial Statements and Exhibits.

99.1                Press release dated February 10, 2010.

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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:	February 10, 2010	By:	/s/ O’Neil Nalavadi
			O’Neil Nalavadi
			Senior Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of Innodata Isogen, Inc., dated February 10, 2010.

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EX-99.1

Exhibit 99.1

Innodata Isogen Restates Financial Statements to Correct Errors in Deferred Income Tax Accounting

No Impact on Revenues, Operating Income, Pre-Tax Income or Cash-Flows

Innodata Isogen to host conference call on February 16, 2010 to provide business update

NEW YORK--(BUSINESS WIRE)--February 10, 2010--INNODATA ISOGEN, INC. (NASDAQ: INOD), today announced that it has restated its consolidated financial statements for the year ended December 31, 2008 and its unaudited interim financial statements as of September 30, 2009. The restatement of the December 31, 2008 financial statements corrects errors in the computation of the Company's deferred income tax and income tax benefit and related valuation allowances. The restatement of the September 30, 2009 interim financial statements reflects corresponding changes in the opening account balances for the Company’s deferred tax asset and shareholders’ equity. Investors should not rely on the superseded financial statements.

The errors overstated the Company’s reported 2008 net income of $7,584,000 by $926,000, or $0.04 per diluted share, and overstated the Company’s 2008 deferred tax asset account by the same amount. The errors did not affect revenues, operating income, pre-tax income, or cash-flows for any period or net income during 2009, and have no impact on the Company’s tax returns for 2008 or 2009.

Conference Call with Q&A

Innodata Isogen will host a conference call at 4:15PM ET on Tuesday, February 16^th during which Jack Abuhoff, Chairman and CEO, and O’Neil Nalavadi, CFO, will provide an update on the business and answer questions. You can participate in this call by dialing the following call-in numbers:

1- 877-397-0300 (Domestic)

1- 719-325-4876 (International)

1- 888-203-1112 (Domestic Replay)

1- 719-457-0820 (International Replay)

Pass code on replay only: 3483991

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), is a leading provider of knowledge process outsourcing (KPO) services, as well as publishing and related information technology (IT) services.

We work as a product development partner to our clients, helping them meet their content creation and publishing challenges. We provide outsourcing services that draw upon onshore and offshore resources, proven project management and highly engineered processes and tools. We also help our clients improve their internal business operations with process and systems engineering. Our clients include leading enterprises in information-intensive industries such as media, publishing and information services, high technology, manufacturing, aerospace, defense, law, government and intelligence.

Recent honors include EContent Magazine’s EContent 100, KMWorld Magazine’s 100 Companies That Matter in Knowledge Management, the International Association of Outsourcing Professionals’ (IAOP) Global Outsourcing Top 100, D&B India’s Leading ITeS and BPO Companies and the Black Book of Outsourcing’s Top List of Leading Outsourcing Providers to the Printing and Publishing Business.

Headquartered in the New York metro area, Innodata Isogen has offices and operations in the United States, the United Kingdom, France, Israel, China, India, Sri Lanka, and the Philippines.

This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “project,” “head start,” "believe," "expect," “should,” "anticipate," "indicate," "point to," “forecast,” "”likely” and other similar expressions generally identify forward-looking statements, which speak only as of their dates.

These forward-looking statements are based largely on our current expectations, and are subject to a number of risks and uncertainties, including without limitation, the primarily at-will nature of the company's contracts with its customers and the ability of customers to reduce, delay or cancel projects, including projects that the company regards as recurring; continuing revenue concentration in a limited number of clients; continuing reliance on project-based work; inability to replace projects that are completed, cancelled or reduced; depressed market conditions; changes in external market factors; the ability and willingness of our customers and prospective customers 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 we acquire; changes in our business or growth strategy; the emergence of new or growing competitors; various other competitive and technological factors; and other risks and uncertainties indicated from time to time in our 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.

CONTACT:
Innodata Isogen, Inc.
Corey D. Luskin, 201-371-8055
Vice President
cluskin@innodata-isogen.com