8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) January 21, 2005
                                                         ----------------

                               INFOCROSSING, INC.
             ------------------------------------------------------
             (Exact Name of Registrant 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)    (Zip Code)

       Registrant's telephone number, including area code: (201) 840-4700
                                                           --------------
                                      N/A
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     | | Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     | | Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     | | Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))



SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS

     This report may contain 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; retention of customers; the
Company's dependence upon third-party suppliers; retention of customers;
intellectual property rights; difficulties with the integration of Infocrossing
West, Inc. f/k/a ITO Acquisition Corporation d/b/a Systems Management
Specialists and Infocrossing Healthcare Services, Inc. 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.


ITEM 1.01     ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

     On January 21, 2005, Zach Lonstein, Chairman of the Board and CEO of the
Company, was awarded a fully vested, nonqualified option to acquire 750,000
shares of the Company's common stock at $25.00 per share. The average of the
high and low prices for one share of the Company's common stock on the date of
the grant was $16.995. The award was made pursuant to the Company's 2002 Stock
Option and Stock Appreciation Rights Plan, as amended. The purpose of the grant
to Mr. Lonstein is to mitigate the financial impact on him for having provided
options at $25.00 per share on 750,000 shares of the Company's common stock
owned by him to those purchasers (including their successors and assigns) under
a certain Securities Purchase Agreement dated as of April 7, 2000 between the
Company and such purchasers.








ITEM 9.01(c)

EXHIBITS.

       10.1    Stock Option Agreement dated January 21, 2005 between Mr.
               Lonstein and the Company.




                                   SIGNATURES

     Pursuant to the requirements of the Securities and 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:  January 26, 2005                  By:   /s/ NICHOLAS J. LETIZIA
                                              ----------------------------------
                                              Nicholas J. Letizia
                                              SVP, General Counsel & Secretary

EX-10

                                                                    EXHIBIT 10.1

                        STOCK OPTION AGREEMENT UNDER THE
     INFOCROSSING, INC. 2002 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN


THIS AGREEMENT, made as of this 21st day of January 2005, by and between
INFOCROSSING, INC., formerly Computer Outsourcing Services, Inc., a Delaware
corporation with its principal office at 2 Christie Heights Street, Leonia, New
Jersey, 07605 (the "Company") and Zach Lonstein (including permitted assignees,
the "Optionee"), as defined in the Infocrossing, Inc. 2002 Stock Option and
Stock Appreciation Rights Plan, as amended.

                              W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the "Board") and the Options and
Compensation Committee of the Board determined that the Optionee should be able
to purchase shares of the Company's common stock on terms which mirror the terms
of options the Optionee had given at $25 per share on 750,000 shares of the
Company's Common Stock owned by him (each such option shall be referred to as a
"Purchaser Call" and collectively as the "Purchasers' Calls") to those
purchasers (including their successors and assigns) under that certain
Securities Purchase Agreement dated as of April 7, 2000 between the Company and
such purchasers;

WHEREAS, any unexercised Purchaser Call shall expire on May 10, 2007 except to
the extent that the exercise of any such Purchaser Call requires notification to
be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in which case, the exercise period shall be extended as provided in
such Purchaser Call;

WHEREAS, on March 7, 2002, the Board adopted a resolution, subject to
stockholder approval, to establish the Infocrossing, Inc. 2002 Stock Option and
Stock Appreciation Rights Plan (the "Plan");

WHEREAS, on June 25, 2002, the stockholders of the Company approved and adopted
the Plan; and

WHEREAS, the Plan has been amended by the Board and the Stockholders;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties hereto hereby agree as follows:

1.   Subject and pursuant to the terms and conditions hereinafter set forth and
     all terms and conditions of the Plan, a copy of which is annexed hereto as
     Exhibit A and made a part hereof as though set forth fully herein, the
     Company agrees to and does hereby grant to the Optionee the right and
     option (the "Option") to purchase an aggregate of 750,000 shares of common
     stock of the Company, par value $.01 per share ("Common Stock"), to be
     issued as provided in the Plan at the price of $25.00 per share.

2.   Notwithstanding anything to the contrary, the Option is fully vested and
     shall be immediately exercisable as of the date of this Agreement and may
     be exercised or transferred in accordance with Sections 6(a) and 9 of this
     Agreement, in whole or in part, at any time prior to May 11, 2008 without
     regard to any termination of the Optionee's employment with the Company.
     During the period after May 10, 2007 and before April 28, 2008, upon 14
     days written notice, the Board, or a Committee appointed by the Board, may
     require the Option to be exercised in full and failure to do so would
     result in the expiration of the Option at the end of the last day of the
     notice period. If all of the unexercised Purchasers' Calls do not expire on
     May 10, 2007, the number of shares of Common Stock exercisable pursuant to
     the Option shall be reduced by the number of shares of Common Stock
     available for purchase pursuant to any expired Purchaser Call, until all of
     the Purchasers' Calls expire.

3.   The Option is not intended to qualify as an Incentive Stock Option within
     the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
     from time to time (the "Code").

4.   The Option granted in this Option Agreement may be exercised in whole or in
     part as provided in the Plan by the Optionee's delivering or mailing to the
     Company written notice of exercise in the form prescribed by the Board or
     by a Committee appointed by the Board to administer the Plan, if any, duly
     signed by the Optionee. Such exercise shall be effective upon (a) receipt
     of such written notice by the Company and (b) payment in full to the
     Company of the purchase price upon the exercise of the Option.

5.   Any exercise of the Option shall be made by the delivery by the Optionee
     (or his personal representative) of written notice of such exercise to the
     Company at its principal office at 2 Christie Heights Street, Leonia, NJ
     07605, or such other place as the Company may designate from time to time,
     stating the number of shares of Common Stock with respect to which the
     Option is being exercised and payment in full to the Company of the
     purchase price of the Option. The purchase price for the exercise of the
     Options may be paid in cash; if allowed by the Board, in shares of Common
     Stock having a fair market value equal to the purchase price of the Option;
     or any combination of the foregoing. The Company shall deliver, or cause to
     be delivered, to the Optionee (or his personal representative, as the case
     may be) stock certificates for the number of shares of Common Stock with
     respect to which the Option is being exercised against delivery of (i) a
     written certificate of the Optionee (or his personal representative, as the
     case may be) to the effect that he is purchasing such shares for investment
     and not with a view to the sale or distribution of any such shares and (ii)
     such other certificates, representations and agreements of the Optionee (or
     his personal representative, as the case may be) as may be required under
     the Plan or as the Company shall also require in order that the Company be
     reasonably assured that the issuance, delivery and disposition of such
     shares are being and will be effected in compliance with the Securities Act
     of 1933, as amended (the "Act"), the Rules and Regulations thereunder,
     other applicable law, and the rules of each stock exchange upon which the
     shares of Common Stock are listed, if any; provided, however, that if the
     offer and sale of shares of Common Stock upon exercise of options granted
     under the Plan is registered under the Act, the Optionee (or his personal
     representative, as the case may be) need not furnish the certificate
     described in clause (i) of this sentence. Certificates evidencing shares of
     Common Stock issued upon exercise of the Option may contain such legends
     reflecting any restrictions upon transfer of the shares evidenced thereby
     as in the opinion of counsel to the Company may be necessary to the lawful
     and proper issuance of such certificates. In the event of any failure to
     take and pay for the number of shares of Common Stock specified in the
     notice of exercise on the date stated therein, the Option shall become
     inoperative as to such number of shares, but shall continue with respect to
     any remaining shares of Common Stock subject to the Option as to which
     exercise has not yet been made. Delivery of the shares of Common Stock may
     be made at the office of the Company or at the office of a transfer agent
     appointed for the transfer of shares of Common Stock.

6.   In addition to and in furtherance of the provisions of the Plan, the
     following terms and conditions shall apply to the exercise of the Option:

     a)   The Option shall not be transferable otherwise than (i) by will or by
          the laws of descent and distribution; (ii) in satisfaction, in whole
          or part, of a Purchaser Call (any transfer described in (i) or (ii)
          shall be referred to as an "Allowable Transfer") or (iii) as otherwise
          permitted, in whole or part, by the advance written consent, not to be
          unreasonably withheld, of the Board, or by a Committee appointed by
          the Board, if any, at the time of any proposed transfer other than an
          Allowable Transfer. The Option shall not be subject, in whole or in
          part, to attachment, execution or levy of any kind.

     b)   The Option shall expire and all rights thereunder shall end upon
          expiration of all of the Purchasers' Calls .

     c)   If the Optionee dies within a period during which the Option could
          have been exercised or transferred by him, the Option may, subject to
          the provisions of Section 9, be exercised or transferred after his
          death -by those entitled under his will or the laws of descent and
          distribution, but only if and to the extent the Option was exercisable
          or transferable by him immediately prior to his death.

7.   The Optionee shall abide by all the terms and conditions of the Plan.

8.   Neither the Optionee nor his legal representative shall be, nor have any of
     the rights or privileges of, a shareholder of the Company in respect of any
     of the shares of Common Stock issuable upon the exercise of this Option,
     unless and until certificates representing such shares shall have been
     issued and delivered to the Optionee (or his legal representative).

9.   Except (i) in the case of an Allowable Transfer or (ii) as otherwise
     permitted by the advance written consent, not to be unreasonably withheld,
     of the Board, or by a Committee appointed by the Board, if any, at the time
     of any proposed transfer, in whole or part, other than an Allowable
     Transfer, the Option may not be transferred in any manner and may be
     exercised during the lifetime of the Optionee only by him. The terms of
     this Option shall be binding upon the executors, administrators, heirs,
     successors and assigns of the Optionee.

10.  All payments to an Optionee, or to his or her legal representative, shall
     be subject to any applicable tax, community property, or other statutes or
     regulations of the United States or of any state having jurisdiction
     thereof. The Optionee may be required to pay to the Company the amount of
     any withholding taxes which the Company is required to withhold with
     respect to an Option or its exercise. In the event that such payment is not
     made when due, the Company shall have the right to deduct, to the extent
     permitted by law, from any payment of any kind otherwise due to such person
     all or part of the amount required to be withheld.



Dated as of January 21, 2005                  INFOCROSSING, INC.


ATTEST:
/s/ NICHOLAS J. LETIZIA                       By: /s/ ROBERT B. WALLACH
- ----------------------------                      --------------------------
Nicholas J. Letizia                               Robert B. Wallach
SVP, Secretary & General Counsel                  Vice-Chairman, President &
                                                     Chief Operating Officer






The Optionee hereby acknowledges receipt of a copy of the Plan, and represents
that he is familiar with the terms and provisions thereof and the terms and
provisions of this Option Agreement dated January 21, 2005 for 750,000 shares of
the Company's Common Stock, and the Optionee hereby accepts the Option subject
to all the terms and provisions thereof and herein. The Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Board or the Committee appointed by the Board, if any, upon any questions
arising under the Plan. The Optionee hereby authorizes the Company to withhold,
in accordance with applicable law, from any compensation payable to him, any
taxes required to be withheld by federal, state or local law as a result of the
exercise of any part of the Option.



Dated as of January 21, 2005                  /s/ ZACH LONSTEIN
                                              ---------------------------
                                              Zach Lonstein