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                       UNITED STATES                OMB APPROVAL
            SECURITIES AND EXCHANGE COMMISSION      ----------------------------
                  WASHINGTON, D.C. 20549            OMB Number: 3235-0145
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                                                    Expires: December 31, 2005
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                                                    Estimated average burden
                                                    hours per response... 11
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                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*


                               Infocrossing, Inc.
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                                (Name of Issuer)


                                  Common Stock
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                         (Title of Class of Securities)


                                    45664X109
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                                 (CUSIP Number)


                                December 31, 2004
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             (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ]  Rule 13d-1(b)

     [X]  Rule 13d-1(c)

     [ ]  Rule 13d-1(d)


-------------

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).





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CUSIP NO.   45664X109                                       PAGE 2 OF 5 PAGES
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1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          Jack Silver
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
                                                                         (b) [X]
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3.   SEC USE ONLY

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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

          United States citizen
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                  5.  SOLE VOTING POWER

                          1,688,352
                 ---------------------------------------------------------------
  NUMBER OF       6.  SHARED VOTING POWER
   SHARES
BENEFICIALLY              0
  OWNED BY       ---------------------------------------------------------------
    EACH          7.  SOLE DISPOSITIVE POWER
  REPORTING
 PERSON WITH              1,688,352
                 ---------------------------------------------------------------
                  8.  SHARED DISPOSITIVE POWER

                          0
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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,688,352
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10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (See Instructions)                                                    [ ]

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11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          8.8%
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12.  TYPE OF REPORTING PERSON (See Instructions)

          IN
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                                                               Page 3 of 5 Pages

Item 1.   (a)    Name of Issuer:

                      Infocrossing, Inc.

          (b)    Address of Issuer's Principal Executive Offices:

                      2 Christie Heights Street
                      Leonia, NJ 07605

Item 2.   (a)    Name of Person Filing:

                      Jack Silver

          (b)    Address of Principal Business Office or, if none, Residence:

                      660 Madison Avenue
                      New York, NY  10021

          (c)    Citizenship:

                      United States citizen

          (d)    Title of Class of Securities:

                      Common Stock

          (e)    CUSIP Number:

                      45664X109

Item 3.   If this statement is filed pursuant to ss.ss.240.13d-1(b) or
          240.13d-2(b) or (c), check whether the person filing is a:

       (a) [ ] Broker or dealer registered under Section 15 of the Act.

       (b) [ ] Bank as defined in Section 3(a)(6) of the Act.

       (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.

       (d) [ ] Investment company registered under Section 8 of the Investment
               Company Act of 1940.

       (e) [ ] An investment adviser in accordance with
               ss.240.13d-1(b)(1)(ii)(E).

       (f) [ ] An employee benefit plan or endowment fund in accordance with
               ss.240.13d-1(b)(1)(ii)(F).

       (g) [ ] A parent holding company or control person in accordance with
               ss.240.13d-1(b)(1)(ii)(G).

       (h) [ ] A savings associations as defined in Section 3(b) of the Federal
               Deposit Insurance Act.

       (i) [ ] A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act of 1940.

       (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).


                                                               Page 4 of 5 Pages



Item 4.   Ownership.

               As of the date hereof, Jack Silver beneficially owns 1,688,352
          shares of common stock of the Issuer (the "Shares"), representing
          approximately 8.8% of the Shares outstanding, including: (i) 1,148,063
          Shares held by the Sherleigh Associates Profit Sharing Plan, a trust
          of which Mr. Silver is the trustee; (ii) 294,600 Shares held by the
          Sherleigh Associates Defined Benefit Pension Plan, a trust of which
          Mr. Silver is the trustee; (iii) 106,400 Shares held by Jack Silver
          Holding Co., and (iv) 139,288 Shares issuable to Sherleigh Associates
          Profit Sharing Plan, a trust of which Mr. Silver is the trustee, which
          are exercisable within 60 days.

               Mr. Silver has the sole voting and dispositive power with respect
          to all of the Shares beneficially owned by him.

Item 5.   Ownership of Five Percent or Less of a Class.

               If this statement is being filed to report the fact that as of
          the date hereof the reporting person has ceased to be the beneficial
          owner of more than five percent of the class of securities, check the
          following  X .
                    ---
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company or Control
          Person.

               Not applicable.

Item 8.   Identification and Classification of Members of the Group.

               Not applicable.

Item 9.   Notice of Dissolution of Group.

               Not applicable.

Item 10.  Certifications.

               By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.


                                                               Page 5 of 5 Pages



                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                          February 14, 2005
                                                     ---------------------------
                                                               (Date)

                                                           /s/ Jack Silver
                                                     ---------------------------
                                                             (Signature)

                                                             Jack Silver
                                                     ---------------------------
                                                            (Name/Title)


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.

Attention:    Intentional misstatements or omissions of fact constitute Federal
              criminal violations (See 18 U.S.C. 1001)