SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SANDLER CAPITAL PARTNERS V FTE LP (Last) (First) (Middle) 767 FIFTH AVE 45TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INFOCROSSING INC [ IFOX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See "Remarks" below.
	3. Date of Earliest Transaction (Month/Day/Year) 10/21/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value								0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$34.34	10/21/2003		J(1)			18,821	05/10/2000	05/10/2007	Common Stock	273,460	$0.00(1)	0	D
Common Stock Warrant	$0.01	10/21/2003		J(1)			302,799	05/10/2000	05/10/2007	Common Stock	336,201	$0(1)	0	D

Explanation of Responses:

1. On October 21, 2003, pursuant to an Exchange Agreement, dated as of October 16, 2003, by and among the Issuer, the reporting person, Sandler Capital Partners V L.P., Sandler Capital Partners V Germany, L.P., Sandler Technology Partners Subsidiary, LLC, Sandler Co-Investment Partners, L.P., and the other parties named therein, the reporting person exchanged all of its shares of Series A Preferred Stock and Warrants to purchase Common Stock for (i) $6,588,563.00 and (ii) $2,994,801.00 in aggregate principal amount of loans pursuant to a term loan agreement, with the Issuer, as borrower.

Remarks:

By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management,General Partner By: MJDM Corp., a General Partner As of October 21,2003,the Reporting Person has ceased to be the beneficial owner of more than 10% of the Issuer's Outstanding Common Stock.

	Moira Mitchell, President	10/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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