U. S. 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): August 7, 2003
                                                          --------------


                               INFOCROSSING, INC.
               (Exact name of issuer 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)

                                 (201) 840-4700
                           (Issuer's telephone number)

                 N/A (Former name or former address, if changed
                               since last report.)






<PAGE>

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These statements include
the projections set forth below and, in some cases, can otherwise 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. These statements
involve a number of 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; new products; technological changes; the
Company's dependence on third party suppliers; intellectual property rights; and
other risks. For any of these statements, 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.

You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Report and are based on
information currently and reasonably known. The Company undertakes no obligation
to release any revisions to or update these forward-looking statements to
reflect events or circumstances that occur after the date of this Report or to
reflect the occurrence or effect of anticipated or unanticipated events.

The Company announced today its results for the three and six months ended June
30, 2003 by means of the press release attached as Exhibit 99.1. The Company
will hold a conference call today at 4:15PM, and a press release announcing this
call was diseminated on August 5, 2003. This earlier release is attached as
Exhibit 99.2.

"EBITDA" as used in the earnings release is defined as earnings before income
taxes, depreciation, amortization, and interest. EBITDA should not be
considered as an alternative to operating income, as defined by generally
accepted accounting principles, as an indicator of our operating performance, or
to cash flows, as a measure of liquidity. A table reconciling EBITDA to Net
Income is included in the earnings release.



<PAGE>



                                   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.


                                        INFOCROSSING, INC.


Date:  August 7, 2003                                   /s/
                                        ----------------------------------------
                                        William J. McHale
                                        Senior Vice President of Finance
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U. S. 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): August 7, 2003
                                                          --------------

                               INFOCROSSING, INC.
               (Exact name of issuer 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)

                                 (201) 840-4700
                           (Issuer's telephone number)

                 N/A (Former name or former address, if changed
                               since last report.)
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These statements include
the projections set forth below and, in some cases, can otherwise 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. These statements
involve a number of 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; new products; technological changes; the
Company's dependence on third party suppliers; intellectual property rights; and
other risks. For any of these statements, 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.

You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Report and are based on
information currently and reasonably known. The Company undertakes no obligation
to release any revisions to or update these forward-looking statements to
reflect events or circumstances that occur after the date of this Report or to
reflect the occurrence or effect of anticipated or unanticipated events.

The Company announced today its results for the three and six months ended June
30, 2003 by means of the press release attached as Exhibit 99.1. The Company
will hold a conference call today at 4:15PM, and a press release announcing this
call was diseminated on August 5, 2003. This earlier release is attached as
Exhibit 99.2.

"EBITDA" as used in the earnings release is defined as earnings before income
taxes, depreciation, amortization, and interest. EBITDA should not be
considered as an alternative to operating income, as defined by generally
accepted accounting principles, as an indicator of our operating performance, or
to cash flows, as a measure of liquidity. A table reconciling EBITDA to Net
Income is included in the earnings release.
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.

                                        INFOCROSSING, INC.

Date:  August 7, 2003                                   /s/
                                        ----------------------------------------
                                        William J. McHale
                                        Senior Vice President of Finance