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): March 26, 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 EVENTS

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
by 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 SMS; 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, 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 are 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 had entered into a definitive agreement for
a $30.6 million private placement of 2,917,000 shares of its common stock. The
press release announcing this offering is attached as Exhibit 99.

The Company intends to use the net proceeds of the private placement to finance
a portion of the cash component of the purchase price for the publicly announced
pending acquisition of ITO Acquisition Corporation, a California corporation
doing business as Systems Management Specialists, or "SMS."

The private placement is conditioned upon approval from The Nasdaq Stock Market,
Inc. and customary closing conditions. The private placement is expected to
close during the week of March 29, 2004.

The private placement is being made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The shares of common stock being issued
have not been registered under the Securities Act, or any state securities laws
and, unless so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities, nor shall there be any sale of the securities
in any jurisdiction in which such offering 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:  March 26, 2004                   /s/ WILLIAM J. McHALE
                                        ----------------------------------------
                                        William J. McHale
                                        Senior Vice President of Finance

EX-99

                                                                   EXHIBIT 99

IFOX LOGO

Media Contacts:                   Investor Relations:
Michael Wilczak                   William McHale
Infocrossing, Inc.                Infocrossing, Inc.
201-840-4941                      201-840-4732
mwilczak@infocrossing.com         wmchale@infocrossing.com


          INFOCROSSING ANNOUNCES DEFINITIVE AGREEMENT FOR $30.6 MILLION
                       PRIVATE PLACEMENT OF COMMON STOCK

LEONIA, NJ, MARCH 26, 2004 - Infocrossing, Inc. (Nasdaq: IFOX), a provider of
strategic information technology and business process outsourcing solutions to
large and mid-sized companies, announced today that it had entered into a
definitive agreement for a $30.6 million private placement of 2,917,000 shares
of its common stock.

The Company intends to use the net proceeds of the private placement to finance
a portion of the cash component of the purchase price for the publicly announced
pending acquisition of ITO Acquisition Corporation, a California corporation
doing business as Systems Management Specialists, or "SMS."

The private placement is conditioned upon approval from The Nasdaq Stock Market,
Inc. and customary closing conditions. The private placement is expected to
close during the week of March 29, 2004.

The private placement is being made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The shares of common stock being issued
have not been registered under the Securities Act, or any state securities laws
and, unless so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities, nor shall there be any sale of the securities
in any jurisdiction in which such offering would be unlawful.

ABOUT INFOCROSSING (HTTP:/ /WWW.INFOCROSSING.COM)

Infocrossing, Inc. (IFOX) is a provider of strategic 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 management of mainframes, mid-range, open system servers,
networks and business processes to Infocrossing.


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 SMS; 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.