8-K

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                                  UNITED STATES
                       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) JANUARY 20, 2006

                               INFOCROSSING, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                 0-20824              13-3252333
    (State or other jurisdiction    (Commission            (IRS Employer
          Of incorporation)         File Number)         Identification No.)



      2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY               07605
        (Address of principal executive offices)               (Zip Code)

                                 (201) 840-4700
              (Registrant's telephone number, including area code.)


                                       N/A
         (Former name and 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 (see General Instruction A. 2. below):

[ ] 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 Infocrossing,
Inc.'s products and services in the marketplace; competitive factors; closing
contracts with new customers and renewing contracts with existing customers on
favorable terms; expanding services to existing customers; new products;
technological changes; Infocrossing, Inc.'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 (i)Structure, LLC; and other risks. For any of these factors,
Infocrossing, Inc. (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 5.02(b) DEPARTURE OF A DIRECTOR

On January 20, 2006, Michael B. Targoff resigned as a director of the Company
and also from all committees on which he was a member. Immediately prior to his
resignation, Mr. Targoff was a member of the Executive Committee and the Options
and Compensation Committee. Mr. Targoff had no disagreement with the Company on
any matter relating to the Company's operations, policies or practices,
including without limitation, with respect to any accounting matters.

The Company's press release announcing Mr. Targoff's resignation is attached as
Exhibit 99 to this Current Report.


ITEM 9.01(d) EXHIBITS

The following materials are attached as exhibits to this Current Report on Form
8-K:

EXHIBIT
NUMBER                                 DESCRIPTION
- ----------  --------------------------------------------------------------------

   99          Press Release of the Company


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                                   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.


Date: January 20, 2006             INFOCROSSING, INC.
                                   Registrant

                                   By:  /s/ NICHOLAS J. LETIZIA
                                        ---------------------------
                                        Name: Nicholas J. Letizia
                                        Title:  SVP, General Counsel & Secretary







                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION
- ----------  --------------------------------------------------------------------

   99          Press Release of the Company

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EX-99

FOR IMMEDIATE RELEASE


CONTACT:
Chairman and Chief Executive Officer
Zach Lonstein
Infocrossing, Inc.
(201) 840-4726
zlonstein@infocrossing.com



         MICHAEL B. TARGOFF RESIGNS AS A DIRECTOR OF INFOCROSSING, INC.

    RECENT APPOINTMENT LIMITS TIME HE CAN DEVOTE TO INFOCROSSING'S ACTIVITIES

LEONIA, NJ, JANUARY 20, 2006 -- INFOCROSSING, INC. (NASDAQ: IFOX) announced
today that effective immediately Michael B. Targoff has resigned as a director
of the Company and all committee memberships which he had held. Mr. Targoff had
been a member of the Executive Committee and the Options and Compensation
Committee of the Board of Directors. In November 2005, Mr. Targoff was named
Non-Executive Vice Chairman of the Board of Directors of Loral Space &
Communications Inc. (Nasdaq: LORL). As a result of his new responsibilities at
Loral, Mr. Targoff decided to resign as a director of Infocrossing as well as a
director of another public company. There were no disagreements between Mr.
Targoff and Infocrossing.

"We appreciate Mr. Targoff's service as a director of Infocrossing over the past
four and one-half years," remarked Zach Lonstein, Chairman and Chief Executive
Officer of the Company. "He was instrumental in the dramatic growth of the
Company since 2001, and we expect he will be instrumental in guiding the growth
of Loral. We wish him great success in his new role," Mr. Lonstein concluded.

Mr Targoff commented: "I enjoyed assisting Infocrossing in becoming a premier
provider of selective outsourcing with a national data center infrastructure. It
had become obvious to me over the past few months that with my new
responsibilities at Loral, I would, regrettably, no longer be able to devote the
time required to serve as a director of Infocrossing. As a result of the
significant progress made at Infocrossing over the past few years, I have
confidence in its future success," Mr. Targoff concluded.

Mr. Targoff was elected to the Company's Board of Directors in May 2001. He is
the founder of Michael B. Targoff & Co., a company that seeks active or
controlling investments in telecommunications and related industry early stage
companies. Mr. Targoff serves on Loral's executive, compensation, and audit
committees. He also is chairman of the board of directors of Communication Power
Industries ("CPI") and a director of ViaSat, Inc. and Leap Wireless
International, Inc. ("Leap"). Mr. Targoff is chairman of the audit committees of
CPI and Leap. He also is chairman of the board of directors of three private
telecom companies.



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 and renewing contracts with existing 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
(i)Structure, LLC 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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