SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

LAZAREWICZ GARRY L

(Last)

(First)

(Middle)

2 CHRISTIE HEIGHTS STREET

(Street)

LEONIA

07605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFOCROSSING INC [ IFOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/07/2000		X4	3,000	A	$4	0	D
Common stock	02/07/2000		X4	3,000	A	$3.625	0	D
Common stock	02/07/2000		X4	1,500	A	$4.4375	0	D
Common stock	12/29/2000		S4	7,500	D	$5.7	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase common stock	$9.2188	08/15/1999		4A	10,000		08/15/2004⁽¹⁾	08/14/2009	Infocrossing common stock	10,000	$0	19,700	D
Option to purchase common stock	$27.25	12/16/1999		4A	200		12/16/1999	12/15/2009	Infocrossing common stock	200	$0	19,700	D
Option to purchase common stock	$4	02/07/2000		4X		3,000	10/16/1999	10/16/2005	Infocrossing common stock	3,000	$0	12,200	D
Option to purchase common stock	$3.625	02/07/2000		4X		3,000	07/26/1999	07/25/2006	Infocrossing common stock	3,000	$0	12,200	D
Option to purchase common stock	$4.4375	02/07/2000		4X		1,500	05/05/1999	05/05/2007	Infocrossing common stock	1,500	$0	12,200	D
Option to purchase common stock	$6.2685	02/04/2002		4A	1,000		02/04/2005⁽²⁾	02/03/2012	Infocrossing common stock	1,000	$0	13,200	D
Option to purchase common stock	$6.9755	01/30/2003		4A	1,000		01/30/2006⁽²⁾	01/29/2013	Infocrossing common stock	1,000	$0	16,200	D
Option to purchase common stock	$9.91	12/15/2003		4A	2,000		12/15/2006⁽²⁾	12/14/2013	Infocrossing common stock	2,000	$0	16,200	D

Explanation of Responses:

1. Vests 1/5 per year through the full vesting date

2. Vests as to one third on the first anniversary of the grant, then vests as to 1/36 each month for 24 months

	GARRY LAZAREWICZ	05/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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