8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
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       Date of Report (Date of earliest event reported) December 22, 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 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, LLC,
f/k/a/ (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.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information from Item 5.02(e) below is incorporated by reference into this
Item 1.01.


ITEM 5.02(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The employment contract between Robert Wallach and the Company (the
"Agreement") was amended as of December 22, 2006 to (i) extend the Term by one
year and to (ii) further provide that the Full-Time Term would be extended to
include 2007 and the Part-Time Term would be years 2008 through 2010; and the
Reduced Part-Time Term would be years 2011 and 2012. The capitalized terms in
this paragraph have the meanings ascribed to them in the Agreement. Mr.
Wallach is the Company's Vice Chairman, President and Chief Operating Officer,
and the Agreement is described in Note 6 of the Notes to Financial Statements in
the Company's Annual Report on Form 10-K for the year ended December 31, 2005.

The preceding is qualified in its entirety by reference to the Agreement, which
was attached as Exhibit 10.2 to a Current Report on Form 8-K filed January 5,
2005, and the amendment filed herewith.


ITEM 9.01(d) EXHIBITS

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

EXHIBIT
NUMBER                                 DESCRIPTION
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   10          Amendment One to Employment Agreement between the Company and
               Robert Wallach


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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: December 22, 2006            INFOCROSSING, INC.
                                   Registrant

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







                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                 DESCRIPTION
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      10       Amendment One to Employment Agreement between the Company and
               Robert Wallach

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EX-10

                                                                      EXHIBIT 10

                                  AMENDMENT ONE
                             TO EMPLOYMENT AGREEMENT



        This Amendment One to that certain Employment Agreement between
Infocrossing, Inc., a Delaware corporation (the "Company"), and Robert Wallach
(the "Executive") is effective as of December __, 2006 (the "Amendment One
Effective Date"). Except as otherwise indicated herein, capitalized terms in
this Amendment One shall have the same meaning as ascribed to such terms in the
Agreement.

                                     RECITAL

         Whereas, the Company and the Executive desire to modify the duration of
the Full-Time Term and the Part-Time Term of the Agreement.

         NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

I.       The Term as defined in Section 4(a) of the Agreement shall be changed
         from seven (7) years to eight (8) years so that the Term as amended
         will end at the close of business on December 31, 2012.

II.      The Full-Time Term as defined in Section 4(b) of the Agreement shall be
         changed from the first two (2) years of the Term to the first three (3)
         years of the Term.

III.     The Part-Time Term as defined in Section 4(c) of the Agreement shall be
         changed from the third, fourth, and fifth years of the Term to the
         fourth, fifth, and sixth years of the Term.


         Except as amended herein, all terms, covenants, and conditions of the
Agreement shall remain in full force and effect. In the event of a conflict
between the terms of the Agreement without giving effect to this Amendment One,
this Amendment One will control. This Amendment One may be executed in one or
more counterparts, each of which will be deemed an original but all of which
taken together will constitute one and the same instrument.

         IN WITNESS WHEREOF the parties have executed this Amendment One as of
the Amendment One Effective Date.


Infocrossing, Inc.                                            Robert Wallach



By:
      ---------------------------------         --------------------------------
       Zach Lonstein
       Chief Executive Officer