SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CAHILL WARNOCK STRATEGIC PARTNERS FUND LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2003	3. Issuer Name and Ticker or Trading Symbol INFOCROSSING INC [ IFOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/23/2003
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	10/21/2003	02/01/2007	Common Stock	1,062,500(1)	$5.86	I(1)(2)	See footnotes 1 and 2(1)(2)

1. Name and Address of Reporting Person* CAHILL WARNOCK STRATEGIC PARTNERS FUND LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAHILL WARNOCK STRATEGIC PARTNERS LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STRATEGIC ASSOCIATES LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAHILL EDWARD L (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. CWSP, SA, and CWSP Fund and Messrs. Warnock and Hughes may also be deemed the indirect beneficial owners of warrants exercisable into 584,375 shares of the Issuer's Common Stock, which are directly beneficially owned by the CPS Funds, each of whose interests as direct beneficial owners are separately reported in related Form 3 filings. Each of the Reporting Persons disclaims beneficial ownership of any of the Issuer's securities held by the CPS Funds, except in the case of each of the General Partners to the extent of his pecuniary interest therein. CWSP and each of the General Partners disclaims beneficial ownership of any of the Issuer's securities held by CWSP Fund and SA, except to the extent of his or its pecuniary interest therein.

2. Each of the Reporting Persons, except for Mr. Cahill, are affiliated with reporting persons making related Form 3 filings by virtue of being under the common control of Messrs. Warnock and Hughes as general partners of CWSP and managing members of Camden Partners Strategic II, LLC, the general partner of the CPS Funds and one of the affiliated reporting parties.

Remarks:

This Amendment to Form 3 is being filed jointly by Cahill, Warnock Strategic Partners, L.P. ("CWSP"), Cahill, Warnock Strategic Partners Fund, L.P. ("CWSP Fund") and Strategic Associates, L.P. ("SA"), and Messrs. David L. Warnock, Donald W. Hughes, and Edward L. Cahill (collectively, the "General Partners" and together with CWSP, CWSP Fund and SA, the "Reporting Persons"). On October 23, 2003, Richard M. Johnston mistakenly filed as a reporting person and as a general partner of CWSP and accordingly, this Amendment to Form 3 is one of two concurrently filed Amendments to Form 3 by related entities and individuals to reflect a correction to those filings.

	By Cahill, Warnock Strategic Partners, L.P., its general partner, By Donald W. Hughes, Secretary and General Partner	11/06/2003
	By Donald W. Hughes, Secretary and General Partner	11/06/2003
	By Donald W. Hughes, Attorney-in-Fact for Edward L. Cahill and David L.Warnock	11/06/2003
	Donald W. Hughes	11/06/2003
	** Signature of Reporting Person	Date
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