8-K

                              U. S. SECURITIES AND
                               EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported in the Initial Report):
                                  JULY 6, 2004
                                 --------------

                               INFOCROSSING, INC.
                               ------------------
               (Exact name of issuer as specified in its charter)


                  DELAWARE                0-20824          13-3252333
      -------------------------------   -----------   ------------------
      (State or other jurisdiction of   Commission      (IRS Employer
       incorporation or organization)   File Number   Identification No.)

               2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY 07605
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (201) 840-4700
                          (Issuer's telephone number)

                                       N/A
         (Former name or former address, if changed since last report.)






                                     

ITEM 5. OTHER ITEMS

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These statements include
the projections set forth below and, in some cases, can otherwise be identified
terminology such as "may," "will," "should," "expect," "anticipate," "intend,"
"plan," "believe," "estimate," "potential," or "continue," the negative of these
terms or other comparable terminology. These statements involve a number of
risks and uncertainties including, but not limited to: incomplete or preliminary
information; changes in government regulations and policies; continued
acceptance of the Company's products and services in the marketplace;
competitive factors; new products; technological changes; the Company's
dependence on third party suppliers; intellectual property rights; difficulties
with the integration of acquired businesses; and other risks. For any of these
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, Public Law 104-67, as amended.

You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report and based on
information currently and reasonably known. The Company undertakes no obligation
to release any revisions to or update these forward-looking statements to
reflect events or circumstances that occur after the date of this report or to
reflect the occurrence or effect of anticipated or unanticipated events.

The Company announced today that it has completed the previously announced
exercise, in full, of the initial purchaser's option to purchase an additional
$12 million of the Company's 4.0% Convertible Senior Notes due 2024. Today's
press release is attached herewith as exhibit 99.1. Also attached as Exhibit
99.1 is the press release dated July 1, 2004 announcing that the option was to
be exercised.

The Company reported on a Current Report on Form 8-K filed June 30, 2004 that it
had completed a private offering of $60 million in aggregate principal amount of
Convertible Senior Notes due 2024. Net proceeds from the private offering were
used to repay approximately $40 million of outstanding indebtedness, which bore
interest at a rate of 9.0%, with the balance to be used to fund potential
acquisitions and for general corporate purposes.

Offers and sales of the notes were made only in the United States to qualified
institutional buyers in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended. Neither the notes nor the shares of
the Company's common stock into which they will be convertible have been
registered under the Securities Act of 1933, as amended, or any state securities
laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.







                                   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 hereunto duly authorized.


                                             INFOCROSSING, INC.


Date:  July 6, 2004                           /s/ WILLIAM J. McHALE
                                              --------------------------------
                                              William J. McHale
                                              Senior Vice President of Finance

EX-99

                                                                    EXHIBIT 99.1

Contacts:
Chief Executive Officer     SVP Finance                Media Relations
Zach Lonstein               William McHale             Michael Wilczak
Infocrossing, Inc.          Infocrossing, Inc.         Infocrossing, Inc.
201-840-4710                201-840-4732               201-840-4941
zlonstein@infocrossing.com  wmchale@infocrossing.com   mwilczak@infocrossing.com


             PURCHASE OF AN ADDITIONAL $12 MILLION OF INFOCROSSING'S
                       CONVERTIBLE SENIOR NOTES COMPLETED


LEONIA, NJ, JULY 6, 2004 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of
selective IT outsourcing and business processing solutions, announced today that
it has completed the previously announced exercise, in full, of the initial
purchaser's option to purchase an additional $12 million of the Company's 4.0%
Convertible Senior Notes due 2024. The Company had reported last week that it
had completed a previously announced private offering of $60 million in
aggregate principal amount of Convertible Senior Notes due 2024. Net proceeds
from the private offering were used to repay approximately $40 million of
outstanding indebtedness, which bore interest at a rate of 9.0%, with the
balance to be used to fund potential acquisitions and for general corporate
purposes.

Offers and sales of the notes were made only in the United States to qualified
institutional buyers in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended. Neither the notes nor the shares of
the Company's common stock into which they will be convertible have been
registered under the Securities Act of 1933, as amended, or any state securities
laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.


ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)
Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable companies
to process data and share information within their business, and between their
customers, suppliers and distribution channels. Leading companies leverage
Infocrossing's robust computing infrastructure, skilled technical team, and
process-driven operations to reduce costs and improve service delivery by
outsourcing the operation of mainframes, mid-range, open system servers,
networks and business processes to Infocrossing.


SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights; difficulties with the integration of ITO Acquisition
Corporation d/b/a Systems Management Specialists; and other risks. For any of
these factors, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, as amended.

                                      # # #

EX-99

                                                                    EXHIBIT 99.2

Contacts:
Chief Executive Officer     SVP Finance                Media Relations
Zach Lonstein               William McHale             Michael Wilczak
Infocrossing, Inc.          Infocrossing, Inc.         Infocrossing, Inc.
201-840-4710                201-840-4732               201-840-4941
zlonstein@infocrossing.com  wmchale@infocrossing.com   mwilczak@infocrossing.com



      OPTION EXERCISED TO PURCHASE ADDITIONAL $12 MILLION OF INFOCROSSING'S
                            CONVERTIBLE SENIOR NOTES

LEONIA, NJ, JULY 1, 2004 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of
selective IT outsourcing and business processing solutions, announced today that
the initial purchaser of a previously announced private offering of $60 million
in aggregate principal amount of 4.0% Convertible Senior Notes due 2024 has
exercised in full its option to purchase an additional $12 million of notes. Net
proceeds from the private offering were used to repay approximately $40 million
of outstanding indebtedness, which bore interest at a rate of 9.0%, with the
balance to be used to fund potential acquisitions and for general corporate
purposes.

The closing of the option is expected to occur on July 6, 2004, and is subject
to the satisfaction of customary closing conditions.

Offers and sales of the notes were made only in the United States to qualified
institutional buyers in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended. Neither the notes nor the shares of
the Company's common stock into which they will be convertible have been
registered under the Securities Act of 1933, as amended, or any state securities
laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.


ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)

Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable companies
to process data and share information within their business, and between their
customers, suppliers and distribution channels. Leading companies leverage
Infocrossing's robust computing infrastructure, skilled technical team, and
process-driven operations to reduce costs and improve service delivery by
outsourcing the operation of mainframes, mid-range, open system servers,
networks and business processes to Infocrossing.


SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights; difficulties with the integration of ITO Acquisition
Corporation d/b/a Systems Management Specialists; and other risks. For any of
these factors, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, as amended.

                                      # # #