UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Innodata Isogen, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

457642 20 5
(CUSIP Number)

December 31, 2009
(Date of Event Which Requires Filing of this Statement)

      Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

      ¨ Rule 13d-1(b)

      x Rule 13d-1(c)

      ¨ Rule 13d-1(d)

      *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No. 457642 20 5
13G
Page 2 of 5 Pages

   
1.
NAME OF REPORTING PERSONS

Jack Abuhoff
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ N/A
(b) ¨ N/A

Not Applicable
3.
SEC USE ONLY

4.
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF
5. SOLE VOTING POWER
   
SHARES
1,747,639(1)
   
BENEFICIALLY
6. SHARED VOTING POWER
   
OWNED BY EACH
None
   
REPORTING
7. SOLE DISPOSITIVE VALUE
   
PERSON
1,747,639(1)
   
WITH
8. SHARED DISPOSITIVE POWER
   
 
None
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,747,639(1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

Not Applicable
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.6%
12.
TYPE OF REPORTING PERSON*

IN
(1) Includes 1,067,500 shares that may be issued on exercise of stock options.

 
 
 

CUSIP No. 457642 20 5
13G
Page 3 of 5 Pages

Item 1.

(a)
Name of Issuer

Innodata Isogen, Inc.

(b) Address of Issuer's Principal Executive Offices:

3 University Plaza
Hackensack, NJ 07601

Item 2(a). Name of Person Filing

Jack Abuhoff

Item 2(b). Address of Principal Business Office

3 University Plaza Hackensack, NJ 07601

Item 2(c). Citizenship

USA

Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

457642 20 5

Item 3.
If this statement is filed pursuant to ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)   ¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c).

(b)   ¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   ¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)   ¨
Investment company registered under Section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8);

(e)   ¨
An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E);

(f)    ¨
An employee benefit plan or endowment fund in accordance with ss.  240.13d-1(b)(1)(ii)(F);

 
 
 

CUSIP No. 457642 20 5
13G
Page 4 of 5 Pages

(g)   ¨
A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G);

(h)   ¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)    ¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940  (15 U.S.C. 80a-3);

(j)    ¨
A non-U.S. institution in accordance with ss. 240.13d-1(b)(1)(ii)(J);

(k)   ¨
Group, in accordance with ss. 240.13d-1(b)(1)(ii)(K).

Not Applicable.

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

1,747,639(1)

(b) Percent of Class:

6.6%

(c) Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote:

 
1,747,639(1)

 
(ii)
Shared power to vote or to direct the vote

 
None

 
(iii)
Sole power to dispose or to direct the disposition of

 
1,747,639(1)

 
(iv)
Shared power to dispose or to direct the disposition of

 
None
 
 
 
 

CUSIP No. 457642 20 5
13G
Page 5 of 5 Pages

Item 5.
Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.
Identification and Classification of Members of the Group

Not applicable

Item 9.
Notice of Dissolution of Group

Not applicable.

Item 10.
Certification

      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true complete and correct.

 
February 11, 2010
 
Date
   
 
/s/ Jack Abuhoff
 
Signature
   
 
Jack Abuhoff/Chairman
 
Name/Title

(1) Includes 1,067,500 shares that may be issued on exercise of stock options.