sc13g

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden
hours per response...11

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

SCHEDULE 13G

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

Infocrossing, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

45664X109

(Cusip Number)

October 21, 2003

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1 (b)

x Rule 13d-1 (c)

o 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 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).

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000


13G
CUSIP No. 45664X109					Page 2 of 6

	1.	Name of Reporting Person: Southwell Partners, L.P.			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 858,778

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 858,778

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 858,778

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 5.6%

	12.	Type of Reporting Person: PN


CUSIP No. 45664X109					Page 3 of 6


Item 1(a)		Name of Issuer:

		Infocrossing, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		2 Christie Heights Street
		Leonia, New Jersey 07605

Item 2(a)		Name of Person Filing:
		Southwell Partners, L.P.

Item 2(b)		Address of Principal Business Office:

		1901 North Akard, 2nd Floor Dallas, Texas 75201

Item 2(c)		Citizenship:

		Texas

Item 2(d)		Title of Class of Securities:

		Common Stock, $0.01 per share

Item 2(e)		CUSIP No:

		45664X109


CUSIP No. 45664X109					Page 4 of 6


Item 3	Status of Person Filing:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:

	(a)	This statement is filed on behalf of Southwell Partners, L.P. As of October 21, 2003, Southwell Partners, L.P. was the beneficial owner of 858,778 shares of common stock of Infocrossing, Inc., which includes (i) 636,132 shares held directly by Southwell Partners, L.P. and (ii) 222,646 shares that may be acquired by Southwell Partners, L.P. upon exercise of a warrant.

	(b)	Percent of Class: 5.6%.

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

		(i)	sole power to vote or to direct the vote: 858,778

		(ii)	shared power to vote or to direct the vote: 0

		(iii)	sole power to dispose or to direct the disposition of: 858,778

		(iv)	shared power to dispose or to direct the disposition of: 0

Item 5	Ownership of 5% or Less of a Class:

	Not applicable.

Item 6	Ownership of More than 5% on Behalf of Another Person:

	Not applicable.


CUSIP No. 45664X109					Page 5 of 6


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.


CUSIP No. 45664X109					Page 6 of 6

SIGNATURE

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.

Date: March 29, 2004


		SOUTHWELL PARTNERS, L.P.

		By:		Southwell Management, L.P., its general partner

		By:		Southwell Holdings, LLC, its general partner

		By:		/s/ Wilson S. Jaeggli

				Wilson S. Jaeggli
				Managing Director