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) July 11, 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. These statements
relate to future events or our future financial performance, including
statements relating to products, customers, suppliers, business prospects and
effects of acquisitions. In some cases, forward-looking statements can 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. As
such, final results could differ from estimates or expectations due to risks and
uncertainties, including, without limitation: incomplete or preliminary
information; changes in government regulations and policies; continued
acceptance of our products and services in the marketplace; competitive factors;
closing contracts with new customers on favorable terms; expanding services to
existing customers; new products; technological changes; our dependence on third
party suppliers; intellectual property rights; difficulties with the
identification, completion, and integration of acquisitions, including the
integration of Verizon Information Technologies Inc., now known as Infocrossing
Healthcare Services, Inc.; and other risks and uncertainties including those set
forth in this Report that could cause actual events or results to differ
materially from any forward-looking statement. For any of these factors, we
claim the protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, as amended.


ITEM 7.01     REGULATION FD DISCLOSURE

     The Company announced in the accompanying press release today that it has
reduced guidance for its second quarter ended June 30, 2005 and withdrawn
guidance for fiscal 2005. For the second quarter of fiscal 2005, the Company has
reduced projected revenue to approximately $35.2 million from approximately
$37.5 million; projected net income to approximately $0.2 million from
approximately $2.4 million; and projected EPS to approximately $0.01 from
approximately $0.11.

     For fiscal 2005, the Company had previously issued projections of revenue
of $167.0 to $170.0 million; net income of $18.2 to $18.8 million; and EPS of
$0.72 to $0.74.


ITEM 9.01(c)

EXHIBITS.

        99     Press release of the Company dated July 11, 2005




                                   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:  July 11, 2005                     By:   /s/ WILLIAM J. McHALE
                                              ----------------------------------
                                              William J. McHale
                                              SVP-Finance, CFO & Treasurer

EX-99

                                                                      EXHIBIT 99

Contacts:
Chairman/CEO                       Chief Financial Officer
Zach Lonstein                      William McHale
Infocrossing, Inc.                 Infocrossing, Inc.
(201) 840-4726                     (201) 840-4732
zlonstein@infocrossing.com         wmchale@infocrossing.com

Investor Relations
Matthew Hayden
Hayden Communications, Inc.
(858) 704-5065

    SECOND QUARTER RESULTS FOR INFOCROSSING ARE EXPECTED TO BE BELOW GUIDANCE
       ORGANIC GROWTH OPPORTUNITIES GROW, SELECTION PROCESS IS PROTRACTED

LEONIA, NJ, July 11, 2005 - Infocrossing, Inc. (Nasdaq: IFOX) a provider of
selective IT outsourcing and business processing solutions announced today that
it has reduced guidance for its second quarter ended June 30, 2005 and withdrawn
guidance for fiscal 2005. For the second quarter of fiscal 2005, the Company has
reduced projected revenue to approximately $35.2 million from approximately
$37.5 million; projected net income to approximately $0.2 million from
approximately $2.4 million; and projected EPS to approximately $0.01 from
approximately $0.11. For fiscal 2005, the Company had issued projections of
revenue of $167.0 to $170.0 million; net income of $18.2 to $18.8 million; and
EPS of $0.72 to $0.74.

Zach Lonstein, Chairman and Chief Executive Officer of Infocrossing, stated "We
have reduced guidance for the quarter ended June 30, 2005 principally because of
a shortfall of approximately $2.3 million in projected revenue, approximately
$1.8 million of which is attributable to lower than anticipated usage-based
billings and delays in the commencement of new contracts, and an unusual
addition of $1.0 million (pre-tax) to the allowance for doubtful accounts
relating to incremental usage-based charges billed to a customer in prior
periods. We have established this allowance while we are negotiating vigorously
to resolve this matter."

"Our pipeline of organic growth opportunities based on the contract value of
potential transactions in which the Company has been selected as a finalist
continues to grow. For these opportunities, the sales cycle has been longer than
we had anticipated. With the uncertainty of the timing of new customer
contracts, it currently is difficult to project our results for the balance of
2005. We are optimistic that we will be successful in building our business
through the addition of new customers, the expansion of our services to existing
customers, and the acquisition of companies which fit our strategic
requirements."

"Although specific projections may be difficult, based on the quality and size
of the pipeline, we are optimistic about our long-term organic growth potential.
As our expanded sales force gains traction, we expect to have greater success in
predicting the maturity of opportunities into revenue. We continue to be a
finalist in the largest opportunity in our pipeline. For that matter, our
pipeline is the largest in the Company's history."

"Our focus on delivering quality, value-added services to our existing customers
is unwavering. We have reached a preliminary agreement with a major customer to
continue to provide services under a new three-year contract."

We began the year with approximately $26 million in cash. As of June 30, 2005,
cash grew to $40 million. With positive earnings and operating cash flow, market
acceptance of our growing portfolio of services, a proven track record of
identifying and integrating strategic acquisitions, and a focus on building
value for our customers and shareholders, we are confident in the Company's
prospects for growth," Mr. Lonstein concluded.

ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)
                          ---------------------------
Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable
companies, regardless of industry, 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 operation of mainframes,
mid-range, open system servers, networks, and business processes to
Infocrossing.

Safe Harbor Statement
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; closing contracts
with new customers on favorable terms; expanding services to existing customers;
new products; technological changes; the Company's dependence upon third-party
suppliers; intellectual property rights; difficulties with the identification,
completion, and integration of acquisitions, including the integration of
Infocrossing Healthcare Services, Inc., f/k/a Verizon Information Technologies
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.

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