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): May 10, 2000
                                                            ------------

                       COMPUTER OUTSOURCING SERVICES, 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 Events


          On May 10,  2000,  for an aggregate  consideration  of $60 million the
Registrant  issued  157,377  shares  of  8%  Series  A  Cumulative   Convertible
Participating  Preferred Stock to affiliates of DB Capital  Partners and Sandler
Capital Management and warrants to purchase 2,531,926 shares of the Registrant's
common stock.  The Preferred Stock may be converted into 1,573,770 shares of the
Registrant's common stock. In a Form 8-K filed on April 21, 2000, the Registrant
reported  the  signing  of an  agreement  with  respect  to  the  foregoing.  In
connection  with this  transaction,  the  Registrant  issued  the press  release
attached hereto as Exhibit A.

        The Company will use the proceeds  from this  transaction  to pursue its
business plan of developing and operating Internet Data Centers and to repay the
indebtedness of  approximately  $3,036,000  under a credit facility  provided by
Kennedy-Wilson, Inc.; Cahill, Warnock Strategic Partners Fund, LP; and Strategic
Associates, L.P.

                                   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.


                                             Computer Outsourcing Services, Inc.


Date:  May 24, 2000                                  /s/
     ---------------                         ---------------------
                                             Nicholas J. Letizia
                                             Secretary & CFO




                                                                       Exhibit A
                   $60 Million Investment in COSI Completed by
               Deutsche Bank Capital Partners and Sandler Capital

Leonia,  New  Jersey,  May  11,  2000 --  Computer  Outsourcing  Services,  Inc.
(Nasdaq:COSI)  announced  today the closing of a $60 million  investment  in the
Company by affiliates of DB Capital Partners and Sandler Capital Management.  DB
Capital  Partners is a merchant banking arm of Deutsche Bank, one of the world's
largest    financial    institutions.    Sandler    Capital    is   a    leading
communications-focused   investment  management  firm.  The  proceeds  from  the
transaction  will be used to implement the  Company's  growth plan to develop 20
Internet Data Centers (IDC) by the end of 2001.  Shareholders  voted in favor of
the transaction at the Company's Annual Meeting earlier this week.

Commenting on the closing,  COSI Chairman and CEO Zach  Lonstein  said:  "We now
have the capital and  world-class  partners to continue  building our network of
Infocrossing  Internet  Data Centers in strategic US and overseas  markets.  Our
flagship IDC in Leonia, NJ, is demonstrating Infocrossing's compelling, high-end
colocation  option for enterprise  customers,  Internet and Application  Service
Providers  and  dot-coms.  Infocrossing's  enhanced  services  are backed by our
longstanding track record for managing mission-critical outsourcing facilities."

DB Capital  Partners,  a multi-billion  dollar merchant  banking arm of Deutsche
Bank, is focusing on  telecommunications  and  technology  investments.  Sandler
Capital manages over $2.5 billion,  specializing in Internet  telecommunications
and technology investments worldwide.

About COSI/Infocrossing (www.infocrossing.com)
COSI (Nasdaq:COSI),  soon to change its name to Infocrossing, Inc., has a proven
record of  accomplishment  of managing mission critical data center services for
Global 2000  clients.  The Company is a full service  provider of Internet  Data
Centers,  colocation and professional  services to meet the growing requirements
of  Internet  Service  Providers,  growing  dot-com  companies  and others  that
outsource their e-business and Internet sites. Infocrossing is planning to build
20 state-of-the-art, network-neutral Internet Data Centers in the next two years
in prime US markets and abroad.  Infocrossing IDCs provide the highest degree of
availability, accessibility, reliability and security.


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;  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.



For further information contact:
Zach Lonstein, CEO                           Vicki Weiner
Nicholas Letizia, CFO                        Sylvia Dresner
COSI                                         VMW Corporate & Investor Relations
(201) 840-4726                               (212) 616-6161
                                             info@vmwcom.com