UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended         SEPTEMBER 30, 2005
                               -------------------------------------------------
                                                              or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR the transition period from                        to                       .
                               ----------------------    ---------------------
Commission file number:  0-20824
                       ---------------------------------------------------------
                               INFOCROSSING, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                         DELAWARE                   13-3252333
            -------------------------------     -------------------
            (State or other jurisdiction of       (IRS Employer
             incorporation or organization)     Identification No.)

                   2 CHRISTIE HEIGHTS STREET; LEONIA, NJ 07605
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): [X] Yes [ ] No.

 Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): [ ] Yes [X] No.

There were 20,200,466 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of November 8, 2005.




                                     Page 1
<PAGE>




PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                       INFOCROSSING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

                                                                                      SEPTEMBER 30,      DECEMBER 31,
                                      ASSETS                                               2005              2004
                                                                                    ---------------    ---------------
                                                                                       (UNAUDITED)
<S>                                                                                 <C>                <C>
CURRENT ASSETS:
  Cash and equivalents                                                              $     39, 247      $      26,311
  Trade accounts receivable, net of allowances for doubtful accounts of
       $1,404 and $249 at September 30, 2005 and December 31, 2004, respectively           19,686             26,707
  Due from related parties                                                                    249                238
  Prepaid income taxes                                                                        135             -
  Prepaid license fees                                                                      1,760              1,585
  Deferred income taxes                                                                     1,260              1,260
  Other current assets                                                                      5,497              4,650
                                                                                      ------------       ------------
    Total current assets                                                                   67,834             60,751

Property, equipment and purchased software, net                                            26,459             25,113
Deferred software, net                                                                      1,369              1,077
Goodwill                                                                                  104,403            103,177
Other intangible assets, net                                                               11,053             12,328
Deferred income taxes                                                                      11,468             11,715
Security deposits and other non-current assets                                              2,165              2,489
                                                                                      ------------       ------------
    TOTAL ASSETS                                                                    $     224,751      $     216,650
                                                                                      ============       ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                                  $       8,395      $       9,041
  Current portion of long-term debt and capitalized lease obligations                      28,927              3,683
  Current portion of accrued loss on leased facilities                                        174                217
  Accrued expenses                                                                          7,367              8,056
  Income taxes payable                                                                      -                    305
  Deferred revenues                                                                           419              1,267
                                                                                      ------------       ------------
    Total current liabilities                                                              45,282             22,569

Long-term debt and capitalized lease obligations, net of current portion                   71,979            100,432
Accrued loss on leased facilities, net of current portion                                     400                505
Other long-term liabilities                                                                 2,458              1,907
                                                                                      ------------       ------------
    TOTAL LIABILITIES                                                                     120,119            125,413
                                                                                      ------------       ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock; $0.01 par value; 3,000,000 shares authorized; none issued               -                    -

  Common stock; $0.01 par value; 50,000,000 shares authorized; shares issued of
       20,869,435 and 20,395,473 at September 30, 2005 and December 31, 2004,
       respectively                                                                           209                204
  Additional paid-in capital                                                              161,477            150,278
  Accumulated deficit                                                                     (53,433)           (56,107)
                                                                                      ------------       ------------
                                                                                          108,253             94,375
  Less 668,969 and 618,969 shares at September 30, 2005 and December 31, 2004,
       respectively, of common stock held in treasury, at cost                             (3,621)            (3,138)
                                                                                      ------------       ------------
    TOTAL STOCKHOLDERS' EQUITY                                                            104,632             91,237
                                                                                      ------------       ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $     224,751      $     216,650
                                                                                      ============       ============
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                     Page 2
<PAGE>

<TABLE>
<CAPTION>
                       INFOCROSSING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS,
                       EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                 THREE MONTHS ENDED SEPTEMBER 30,            NINE MONTHS ENDED SEPTEMBER 30,
                                              ----------------------------------------    ---------------------------------------
                                                    2005                  2004                  2005                  2004
                                              ------------------    ------------------    ------------------    -----------------
                                                            (UNAUDITED)                                (UNAUDITED)
<S>                                           <C>                   <C>                   <C>                   <C>
REVENUES                                      $         34,094      $         26,445      $        106,815      $        66,232
                                                ---------------       ---------------       ---------------       --------------
COSTS and EXPENSES:
  Costs of revenues, excluding
       depreciation shown below                         25,171                18,514                76,524               46,303
  Selling and promotion costs                            1,262                   801                 3,376                2,442
  General and administrative expenses                    3,242                 1,848                 9,832                5,085
  Depreciation and amortization                          2,713                 2,197                 8,004                5,928
                                                ---------------       ---------------       ---------------       --------------
                                                        32,388                23,360                97,736               59,758
                                                ---------------       ---------------       ---------------       --------------
    INCOME FROM OPERATIONS                               1,706                 3,085                 9,079                6,474
                                                ---------------       ---------------       ---------------       --------------

Interest income                                           (276)                 (126)                 (528)                (206)
Fees related to loans repaid                             -                     -                     -                    1,347
Interest expense                                         1,710                   968                 4,917                2,783
                                                ---------------       ---------------       ---------------       --------------
                                                         1,434                   842                 4,389                3,924
                                                ---------------       ---------------       ---------------       --------------
    INCOME BEFORE INCOME TAXES                             272                 2,243                 4,690                2,550

Income tax expense (benefit)                               159                   202                 2,016                   (4)
                                                ---------------       ---------------       ---------------       --------------

NET INCOME                                    $            113      $          2,041      $          2,674      $         2,554
                                                ===============       ===============       ===============       ==============
BASIC INCOME PER SHARE:
   Net income                                 $           0.01      $           0.11      $           0.13      $          0.15
                                                ===============       ===============       ===============       ==============
   Weighted average number of common
      shares outstanding                            20,213,613            18,620,252            20,183,031           17,382,089
                                                ===============       ===============       ===============       ==============
DILUTED INCOME PER SHARE:
   Net income                                 $           0.01      $           0.10      $           0.12      $          0.13
                                                ===============       ===============       ===============       ==============
   Weighted average number of
       common shares and share equivalents
       outstanding                                  21,031,167            21,088,760            22,047,307           19,599,100
                                                ===============       ===============       ===============       ==============
</TABLE>


                 See Notes to Consolidated Financial Statements.




                                     Page 3
<PAGE>




<TABLE>
<CAPTION>

                       INFOCROSSING, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            (UNAUDITED, IN THOUSANDS)


                                 COMMON                     ADDITIONAL       ACCUMULATED       TREASURY
                                 SHARES      PAR VALUE    PAID IN CAPITAL      DEFICIT       STOCK AT COST         TOTAL
                               ----------    ---------   ----------------   --------------   --------------   ---------------
<S>                              <C>          <C>          <C>               <C>             <C>               <C>
Balances,
   December 31, 2004             20,395       $   204      $     150,278     $   (56,107)    $     (3,138)     $      91,237

Exercises of stock options
     and warrants                   474             5              5,890            -              -                   5,895

Value related to a change
     in the conversion price
     of convertible debt          -             -                  4,596            -               -                  4,596

Repurchase stock                  -             -                  -                -                (483)              (483)

Tax credit for disqualifying
     disposition of stock
     options                      -             -                    713            -               -                    713

Net income                        -             -                  -               2,674            -                  2,674
                               ----------    ---------   ----------------   --------------   --------------   ----------------

Balances,
   September 30, 2005            20,869       $   209      $     161,477     $   (53,433)    $     (3,621)     $     104,632
                               ==========    =========   ================   ==============   ==============   ================
</TABLE>


                 See Notes to Consolidated Financial Statements.



                                     Page 4
<PAGE>


<TABLE>
<CAPTION>
                       INFOCROSSING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                                                                            NINE MONTHS ENDED SEPTEMBER 30,
                                                                                       -------------------------------------------
                                                                                                2005                   2004
                                                                                       --------------------   --------------------
                                                                                                      (UNAUDITED)
<S>                                                                                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                             $            2,674     $            2,554
Adjustments to reconcile net income to cash provided by operating activities:
   Depreciation and amortization                                                                    8,004                  5,928
   Additions to allowance for doubtful accounts                                                     1,285                    132
   Accretion of discounted debt                                                                       130                     31
    Unamortized fees related to loans repaid                                                       -                       1,097
    Deferred income taxes                                                                             960                 -
    Non-employee option and warrant issued for services                                            -                         168
    Interest due on related party balances                                                            (11)                    (8)
    Decrease (increase) in:
     Trade accounts receivable                                                                      5,736                 (5,254)
     Prepaid license fees and other current assets                                                   (991)                (1,863)
     Security deposits and other non-current assets                                                   324                   (449)
   Increase (decrease) in:
     Accounts payable                                                                                (646)                   859
     Payments on accrued loss on leased facilities                                                   (109)                  (119)
     Accrued expenses                                                                              (1,361)                (3,372)
     Income taxes payable                                                                            (440)                   230
     Deferred revenues and other liabilities                                                         (297)                   145
                                                                                          -----------------      -----------------
          Net cash provided by operating activities                                                15,258                     79
                                                                                          -----------------      -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                              (3,078)                  (852)
    Disposal of property                                                                               15                  -
    Repurchase of stock                                                                              (483)                 -
   Payment of purchase price and costs relating to acquisitions, net of cash acquired                (554)               (42,785)
   Increase in deferred software costs                                                               (625)                  (233)
                                                                                          -----------------      -----------------
          Net cash used in investing activities                                                    (4,725)               (43,870)
                                                                                          -----------------      -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from a private equity placement                                                    -                      28,373
   Proceeds from Term Loans                                                                        -                      15,000
   Proceeds from a private placement of convertible notes                                          -                      69,480
   Payment of costs related to the convertible notes and term loans                                 -                       (655)
   Repayment of debt and capitalized leases                                                        (3,453)               (42,581)
   Exercises of stock options and warrants                                                          5,895                  2,886
                                                                                          -----------------      -----------------
          Net cash provided by financing activities                                                 2,442                 72,503
                                                                                          -----------------      -----------------
          Net cash provided by continuing operations                                               12,975                 28,712

CASH FLOWS FROM DISCONTINUED OPERATION:
   Payments on portion of loss on leased facilities relating to discontinued
operation                                                                                             (39)                   (42)
                                                                                          -----------------      -----------------
Net increase in cash and equivalents                                                               12,936                 28,670
Cash and equivalents, beginning of period                                                          26,311                 10,073
                                                                                          -----------------      -----------------
Cash and equivalents, end of the period                                                $           39,247     $           38,743
                                                                                          =================      =================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest                                                                          $            5,516     $              956
                                                                                          =================      =================
     Income taxes                                                                      $            1,232     $              103
                                                                                          =================      =================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:
     Equipment acquired subject to capital leases                                      $            4,679     $            4,464
                                                                                          =================      =================
     Common stock issued in connection with an acquisition                             $           -          $            2,939
                                                                                          =================      =================
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
     Treasury shares received in payment of a stock option exercise                    $           -          $              287
                                                                                          =================      =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                     Page 5
<PAGE>



                       INFOCROSSING, INC. AND SUBSIDIAIRES
                        NOTES TO THE CONSOLIDATED INTERIM
                        FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Infocrossing, Inc.
and its wholly owned subsidiaries (collectively, the "Company"). All significant
inter-company balances and transactions have been eliminated.

The consolidated balance sheet as of September 30, 2005, the consolidated
statements of operations for the three and nine months ended September 30, 2005
and 2004, the consolidated statements of cash flows for the nine months ended
September 30, 2005 and 2004, and the consolidated statement of stockholders'
equity for the nine months ended September 30, 2005 have not been audited. In
the opinion of management, all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows for the periods indicated have been made. The results
of operations and cash flows for the periods ended September 30, 2005 and 2004
are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to the prior periods to conform to the
current presentation.

Certain disclosures normally included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been
condensed or omitted. These consolidated interim financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 2004, as amended.


2.  ACQUISITIONS

INFOCROSSING HEALTHCARE SERVICES, INC.

On October 1, 2004, the Company acquired the Medicaid, Medicare and Managed Care
claims processing business (the "Claims Processing Business") of Verizon
Information Technologies Inc. from Verizon Communications Inc. The sale was
structured as an acquisition of the common stock of the Claims Processing
Business. The purchase price was $43,500,000 in cash and approximately
$1,886,000 in related acquisition costs (the "IHS Acquisition"). Immediately
following the closing of the IHS Acquisition, the Claims Processing Business'
name was changed to Infocrossing Healthcare Services, Inc. ("IHS"). The
acquisition was accounted for using the purchase method of accounting and,
accordingly, the purchase price was allocated to the tangible and intangible
assets acquired and the liabilities assumed based on their respective fair
values. In connection with the allocation of the purchase price, goodwill of
$25,357,000 and an intangible asset subject to amortization in the amount of
$10,320,000, relating to contract rights and customer relationships, were
recorded. The intangible asset is being amortized over its estimated useful life
of ten years.




                                     Page 6
<PAGE>



The following table summarizes the amounts assigned to the identifiable assets
acquired and the liabilities assumed based on estimated fair values as of the
date of the IHS Acquisition with the remainder recorded as goodwill.

                            OCTOBER 1, 2004
                             (IN THOUSANDS)

Trade accounts receivable                                  $      9,146
Other current assets                                                 57
                                                              -----------
    Total current assets                                          9,203
Property, equipment, and purchased software                       2,049
Intangible assets subject to amortization                        10,320
Goodwill                                                         25,357
                                                              -----------
    Total assets acquired                                        46,929
                                                              -----------

Accrued expenses                                                 (1,380)
Deferred revenues                                                   (72)
Other current liabilities                                           (91)
                                                              -----------
    Total current liabilities                                    (1,543)
                                                              -----------
Purchase price                                             $     45,386
                                                              ===========


INFOCROSSING WEST, INC.

On April 2, 2004, the Company acquired all of the outstanding capital stock of
ITO Acquisition Corporation, a California corporation doing business as Systems
Management Specialists ("SMS"), from ITO Holdings, LLC for $34,909,000 in cash,
$1,224,000 in related acquisition costs and 135,892 shares of common stock of
the Company valued at approximately $1,439,000. The value of the 135,892 shares
was determined using the average market price of the Company's common stock two
days before and after March 4, 2004, when the terms of the acquisition were
determined and announced. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the purchase price was allocated to the
tangible and intangible assets acquired and the liabilities assumed based on
their respective fair values. In connection with the allocation of the purchase
price, goodwill of $41,320,000 and an intangible asset subject to amortization
in the amount of $1,650,000, relating to contract rights and customer
relationships, were recorded. In June 2004, the name of SMS was changed to
Infocrossing West, Inc.

In connection with an acquisition by SMS prior to April 2004, the Company may
have to pay contingent consideration for a period of up to four years. Through
September 30, 2005, such contingent consideration paid or accrued totaled
$775,000, which has been recorded as additional goodwill.

The results of operations of the aforementioned acquisitions are included with
that of the Company for the period subsequent to the respective acquisitions.

The following unaudited condensed combined pro forma information for the three
and nine-month period ended September 30, 2004 gives effect to the IHS
Acquisition and the SMS Acquisition as if they had occurred on January 1, 2004.
The SMS Acquisition occurred as of April 1, 2004, thus the pro forma information
for the three months ended September 30, 2004 only gives effect to the IHS
Acquisition. For the purposes of the pro forma information, the Company has
assumed that, other than the related financings, it had sufficient cash to make
the acquisitions. The pro forma information may not be indicative of the results
that actually would have occurred had the transactions been in effect on the
dates indicated, nor does it purport to indicate the results that may be
obtained in the future. The pro forma information does not give effect to
planned synergies and cost savings.



                                     Page 7
<PAGE>



 PRO FORMA INFORMATION FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
                  (IN THOUSANDS EXCEPT PER SHARE DATA)

                              3 Months Ended             9 Months Ended
                            September 30, 2004            September 30,
                                                              2004

Revenues                $               38,516       $           110,835
                           ---------------------        ------------------
Net income              $                4,269       $             7,873
                           ---------------------        ------------------
Basic net earnings
per share               $                 0.23       $              0.45
                           ---------------------        ------------------
Diluted net earnings
per equivalent share    $                 0.20       $              0.40
                           ---------------------        ------------------


3.  STOCK-BASED COMPENSATION

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards Number 123(R) ("SFAS 123(R)"),
SHARE-BASED PAYMENT, which establishes standards for transactions in which an
entity exchanges its equity instruments for goods or services. This standard
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. This eliminates the exception to account for such awards using the
intrinsic method previously allowable under APB Opinion No. 25. In accordance
with Rule 33-8568 of the Securities and Exchange Commission, SFAS 123(R) will be
effective for fiscal years beginning on or after December 15, 2005.

The Company plans to adopt SFAS 123(R), effective January 1, 2006, using the
modified prospective method as defined in the statement.

As permitted by SFAS 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION", the Company
currently accounts for share-based payments to employees using the intrinsic
value method prescribed by APB Opinion No. 25 and, as such, generally recognizes
no compensation cost for employee stock options. Accordingly, the adoption of
the fair value method pursuant to SFAS 123(R) will have a significant impact on
its results of operations, although it will have no impact on its overall
financial position. The impact of the adoption of SFAS 123(R) cannot be
predicted at this time because it will depend on levels of share-based payments
granted in the future. However, had the Company adopted SFAS 123(R) in prior
periods, the impact of that standard would have approximated the impact of SFAS
123 as described in the disclosure of pro forma net income and earnings per
share below.

The Company has not determined what impact SFAS 123(R) may have on the nature of
its share-based compensation to employees in the future.




                                     Page 8
<PAGE>



Had compensation cost been determined in accordance with SFAS 123, the Company's
income (loss) in thousands of dollars and basic and diluted earnings (loss) per
common share for the three and nine month periods ended September 30, 2005 and
2004, respectively, would have been as follows (in thousands except per share
data):

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,          Nine Months Ended September 30,
                                              --------------------------------------    ------------------------------------
                                                   2005                 2004                 2005                2004
                                              ----------------    ------------------    -----------------   ----------------
<S>                                             <C>                <C>                   <C>                 <C>
Net income as reported                          $        113       $         2,041       $       2,674       $       2,554
Deduct stock-based employee compensation
  determined under the fair value method
  for all awards, net of tax                            (258)               (1,800)             (1,670)             (2,441)
                                                   -----------        --------------        ------------        ------------
     Pro forma income (loss)                    $       (145)      $           241       $       1,004       $         114
                                                   ===========        ==============        ============        ============
Net income (loss) per share:
  Basic as reported                             $       0.01       $          0.11       $        0.13       $        0.15
                                                   ===========        ==============        ============        ============
  Diluted as reported                           $       0.01       $          0.10       $        0.12       $        0.13
                                                   ===========        ==============        ============        ============
  Basic, pro forma                              $      (0.01)      $          0.01       $        0.05       $        0.01
                                                   ===========        ==============        ============        ============
  Diluted, pro forma                            $      (0.01)      $          0.01       $        0.05       $        0.01
                                                   ===========        ==============        ============        ============
</TABLE>

The Pro forma income (loss) and pro forma basic and diluted earnings (loss) per
share for the periods ended September 30, 2004 have been restated to properly
account for forfeitures.


4.  RESET OF CONVERSION PRICE ON CONVERTIBLE NOTES

The Company has $72,000,000 outstanding of 4.0% Convertible Senior Notes due
July 15, 2024 (the "Notes"). The Notes are convertible, subject to certain
conditions, at the option of the holder prior to maturity, into shares of the
Company's common stock at a specified conversion price, subject to certain
adjustments. The conversion price must be adjusted to reflect stock dividends,
stock splits, issuances of rights to purchase shares of common stock and other
events. Upon conversion, the Company will have the right to deliver to the
holders, at its option, cash, shares of common stock, or a combination thereof.
At the initial conversion price of $15.36, the $72,000,000 of Notes were
convertible into 4,687,500 common shares. The Notes and the shares of common
stock into which they may be converted may be resold pursuant to a registration
statement on Form S-3 that became effective in August 2004. After the effective
date of the registration statement and prior to the end of the 18th month
thereafter, if the market price of the Company's common stock were to be less
than 68.23% ($10.48) of the conversion price then in effect for at least 20
trading days during any 30 consecutive trading day period, the conversion price
would immediately be reduced by 17.38% (to $12.69 initially, subject to
adjustment as noted above for stock dividends, splits, etc.)(the "Reset
Adjustment"); provided that (i) the Reset Adjustment shall only be applicable to
Notes that have been sold or otherwise distributed pursuant to the registration
statement referred to above or pursuant to Rule 144(k) under the Securities Act
(and such adjustment shall apply to all such Notes, regardless of whether they
are so sold or distributed before or after adjustment), and (ii) there shall be
no more than one Reset Adjustment during the term of the Notes. On August 5,
2005, the Reset Adjustment was triggered. As a result of the Reset Adjustment,
the number of common shares into which the Notes are convertible is 5,673,759,
an increase of 986,259 shares. For the three and nine month periods ended
September 30, 2005, this increase in the number of shares will not affect
earnings per share, since the inclusion of the convertible shares (which would
include an adjustment to net income to add back the interest on the Notes, net
of tax) would be anti-dilutive. The Reset Adjustment was valued in accordance
with EITF 00-27, "APPLICATION OF ISSUE NO. 98-5 - CERTAIN CONVERTIBLE
INSTRUMENTS" at $4,596,000, and this amount was recorded as an increase to
Additional Paid in Capital and as a discount to the carrying value of the Notes.
This additional discount will be accreted to the carrying value of the Notes
through a charge to interest expense over the life of the Notes.


                                     Page 9
<PAGE>


5.  BASIC AND DILUTED EARNINGS PER COMMON SHARE

The Company computes earnings per share in accordance with SFAS No. 128,
"EARNINGS PER SHARE." Basic earnings per share is computed by dividing net
income by the weighted average number of common shares outstanding during the
period. Diluted earnings per share adjusts basic earnings per share for the
effects of convertible securities, stock options and warrants and other
potentially dilutive financial instruments, only in the periods in which such
effect is dilutive. The following table lists the share equivalents included and
excluded from the computation of diluted earnings per share in the periods
presented.
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                                           2005               2004               2005            2004
                                                      ----------------  ---------------    ---------------  --------------
<S>                                                          <C>             <C>                <C>             <C>
SHARE EQUIVALENTS INCLUDED IN THE COMPUTATION
     OF DILUTED EARNINGS PER SHARE:
          Options and warrants                               817,554         2,468,508          1,851,885       2,217,011

SHARE EQUIVALENTS EXCLUDED FROM THE
     COMPUTATION OF DILUTED EARNINGS PER SHARE
     BECAUSE THEY WOULD BE ANTI-DILUTIVE:
          Options and warrants                             2,935,799           739,700          1,507,550         741,150
          Shares issuable for convertible debt             5,673,759         4,687,500          5,673,759       4,687,500
</TABLE>


6.  INCOME TAXES

In the period ended September 30, 2005, the Company recorded income tax expense
of $2,016,000, consisting of a current provision of $597,000 and a deferred
provision of $1,419,000.

At December 31, 2004, the Company had net operating loss carryforwards of
approximately $37,000,000 for federal income tax purposes that begin to expire
in 2019. The use of these net operating loss carryforwards may be limited under
Section 382 of the Internal Revenue Code, as a result of cumulative changes in
ownership of more than 50% over a three year period.

The Company reviews its deferred tax asset on a quarterly basis to determine if
a valuation allowance is required, primarily based on its estimate of future
taxable income. Changes in the Company's assessment of the need for a valuation
allowance could give rise to adjustments in the valuation allowance and tax
expense in the period of change.

At December 31, 2004, the Company had federal alternative minimum tax credit
carryforwards of approximately $60,000 that do not expire.


7.  SUBSEQUENT EVENTS

REPAYMENT OF DEBT

On October 1, 2004, the Company borrowed $24,375,000 from a non-revolving loan
facility to pay a portion of the cost of the IHS acquisition. Monthly principal
payments of approximately $609,000 were to begin on July 1, 2007, and a final
payment of $11,578,000 was scheduled to be made on March 15, 2009. At September
30, 2005, this loan was included in the current portion of long term debt.

On October 21, 2005, the Company repaid the outstanding balance of $24,375,000,
plus accrued interest and a $12,500 prepayment penalty. The Company recorded
interest expense of $256,000 in October 2005 to eliminate unamortized loan
costs.



                                    Page 10
<PAGE>


ACQUISITION

On October 24, 2005, the Company entered into a definitive agreement to acquire
(i)Structure, LLC ("(i)Structure"), an IT outsourcing company, from a subsidiary
of Level 3 Communications, Inc. (Nasdaq: LVLT) for $81.5 million, including $1.5
million of Infocrossing stock (the "(i)Structure Agreement"). The purchase price
is subject to customary working capital and certain other adjustments, including
an increase of up to $10 million in cash to reimburse the seller for capital
expenditures and certain other costs related to providing services for new
customers that are pending installation.

The Company plans to fund the cash portion of the purchase price with a
combination of cash on hand, and with the proceeds of a new debt facility and
other financing, including the potential sale and leaseback of certain assets.
The Company has received a commitment for $70 million in bank financing. As
noted above, the Company has repaid an existing debt facility. The transaction,
which is subject to customary closing conditions, including the receipt of
Hart-Scott-Rodino clearance, is expected to close within 45 days from the
signing of the (i)Structure Agreement.



                                    Page 11
<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS.

Management believes that we are a leading provider of information technology, or
IT, and business process outsourcing services to enterprise customers. We
deliver a full suite of outsourced solutions that enable customers to leverage
our infrastructure and process expertise to improve their efficiency and reduce
their operating costs. During our twenty year history, we have developed
expertise in managing complex computing environments, beginning with traditional
data center outsourcing services and evolving into a comprehensive set of
managed solutions. We support a variety of customers, and assure the optimal
performance, security, reliability, and scalability of our customers' computer
platforms including mainframes, distributed servers, and networks, irrespective
of where the systems' components are located. Strategic acquisitions have
contributed significantly to our historical growth and remain an integral
component of our long-term growth strategy.

On April 2, 2004, we acquired all of the outstanding capital stock of ITO
Acquisition Corporation, a California corporation doing business as Systems
Management Specialists ("SMS"), from ITO Holdings, LLC for a total purchase
price of approximately $38,347,000 including the contingent consideration
discussed below, related acquisition costs of $1,224,000 and 135,892 shares of
our common stock valued at $1,439,000 (the "SMS Acquisition"). SMS,
headquartered in Orange County, California, provides computing operations,
business process outsourcing, and managed application services to customers
primarily located in the western United States.

In connection with an acquisition by SMS prior to April 2004, the Company may
have to pay contingent consideration for a period of up to four years. Through
September 30, 2005, such contingent consideration totaled $775,000 that has been
recorded as additional goodwill. In June 2004, the name of SMS was changed to
Infocrossing West, Inc.

On October 1, 2004, we acquired a segment of Verizon Information Technologies
Inc. ("VITI") for a total purchase price of approximately $45,386,000 including
related acquisition costs of $1,886,000. Immediately after the acquisition we
changed VITI's name to Infocrossing Healthcare Services, Inc. ("IHS"). IHS
provides managed care, Medicare, and Medicaid claims processing services as well
as Medicaid fiscal agent services.

During 2004 we also used $7,090,000 in cash, incurred an estimated $116,000 of
acquisition-related costs, and issued 123,193 shares of common stock valued at
$1,500,000 for other acquisitions, including a business that offers e-mail
security services.

The integration of SMS was completed in early March 2005 and the integration of
the smaller acquisitions substantially was completed in 2004. The integration of
IHS is in process.

The foregoing acquisitions were recorded as purchases in accordance with the
Financial Accounting Standards Board, Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141").

The Company and its subsidiaries operate in one reportable segment of providing
information technology and business process outsourcing services.

Certain reclassifications have been made to the prior period amounts to conform
to the current presentation.


RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Net income decreased by $1,928,000 from $2,041,000 for the quarter ended
September 30, 2004 (the "Prior Year's Quarter") to $113,000 for the quarter
ended September 30, 2005 (the "Current Quarter"). For the Current Quarter, the
results of operations include SMS, IHS, and other acquisitions completed in
2004. For the Prior Year's Quarter, the results of operations exclude IHS.

For the Current Quarter, revenues increased $7,649,000 (29%) to $34,094,000 from
$26,445,000 for the Prior Year's Quarter. We realized approximately $11,504,000
of revenues from customers added as the result of acquisitions completed in
2004. Excluding revenues added through acquisitions in 2004, revenues decreased
by $3,855,000 (15%). The decrease is net of growth from both new and existing
customers.


                                    Page 12
<PAGE>


Costs of revenues excluding depreciation increased by $6,657,000 (36%) to
$25,171,000 during the Current Quarter compared with $18,514,000 for the Prior
Year's Quarter. The increase includes costs associated with our expansion from
acquisitions completed in 2004. Costs of revenues as a percentage of revenues
increased to 74% in the Current Quarter from 70% in the Prior Year's Quarter,
reflecting a lower gross margin. This higher percentage reflects our decision
not to reduce resources, because we believe that such resources will be
redeployed to meet anticipated future growth.

Selling and promotion costs increased by $461,000 (58%) to $1,262,000 for the
Current Quarter from $801,000 for the Prior Year's Quarter, and increased as a
percentage of revenues to 4% for the Current Quarter from 3% for the Prior
Year's Quarter. This increase is attributable to additional compensation and
related expenses for an expanded sales force.

General and administrative expenses increased by $1,394,000 (75%) to $3,242,000
for the Current Quarter from $1,848,000 for the Prior Year's Quarter. General
and administrative expenses increased as a percentage of revenues to 10% in the
Current Quarter from 7% in the Prior Year's Quarter. Approximately $347,000, or
25% of the total increase, was related to acquisitions completed in 2004. We
also incurred $524,000 (38%) of increased professional fees including audit fees
and compliance costs with respect to the Sarbanes-Oxley Act of 2002.
Approximately $363,000 of the increase related to additional personnel required
because of the recent acquisitions.

Depreciation and amortization of fixed assets and other intangibles increased
$516,000 (24%) to $2,713,000 for the Current Quarter from $2,197,000 for the
Prior Year's Quarter. Of this increase, $368,000 (71%) of depreciation of fixed
assets and amortization of other intangibles was related to acquisitions
completed in 2004. The remainder of the increase of $148,000 (29%) resulted from
fixed asset additions during the twelve months ended September 30, 2005.

Net interest expense increased by $592,000 to $1,434,000 for the Current Quarter
from $842,000 for the Prior Year's Quarter. The increase consists of $742,000 in
additional interest expense partially offset by $150,000 in additional interest
income. The increases in interest income and expense are due to larger average
outstanding balances of both cash and outstanding debt, respectively, as well as
increases in interest rates earned and incurred during the Current Quarter.

For the Current Quarter, we recorded a tax expense of $159,000 compared with a
tax expense of $202,000 for the Prior Year's Quarter. The tax expense for the
Current Quarter consists of a current provision of $39,000 and a deferred tax
provision of $120,000. As of December 31, 2004, we had net operating loss
carry-forwards of approximately $37,000,000 for Federal income tax purposes that
begin to expire in 2019. The use of these net operating loss carry-forwards may
be limited in future years due to Section 382 of the Internal Revenue Code of
1986 (the "Code").

We have net income of $113,000 for the Current Quarter compared with $2,041,000
for the Prior Year's Quarter. In the Current Quarter, we had income per common
share of $0.01 on both a basic and diluted basis, compared with basic income per
common share of $0.11and diluted income per share of $0.10 for the Prior Year's
Quarter. The number of weighted average shares increased to approximately
20,214,000 shares for basic shares and approximately 21,031,000 shares on a
diluted basis for the Current Quarter from approximately 18,620,000 basic shares
and diluted shares of 21,089,000 for the Prior Year's Quarter. The increase in
weighted average basic shares of 1,594,000 was the result of exercises of
options and warrants, net of the repurchase of 50,000 shares. Fewer share
equivalents were included in the calculation in 2005, however, since the average
market price of the Company's common stock had declined from $13.34 for the
Prior Year's Quarter to $9.34 in the Current Quarter. For the Current and Prior
Quarters, the weighted average number of shares used in calculating diluted
earnings per share includes options and warrants to purchase common stock
aggregating 817,554 and 2,468,508 shares, respectively. The calculations for
2005 and 2004 exclude the potential conversion of the convertible debt (which
would include an adjustment to reported net income to add back the interest on
the debt, net of tax), because the effect of this adjustment would be
anti-dilutive.


                                    Page 13
<PAGE>


RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Net income increased by $120,000 (5%) from $2,554,000 for the nine-month period
ended September 30, 2004 (the "Prior Year's Period") to $2,674,000 for the
nine-month period ended September 30, 2005 (the "Current Period"). For the
Current Period, the results of operations include SMS, IHS, and other
acquisitions completed in 2004. For the Prior Year's Periods, the results of
operations exclude IHS.

For the Current Period, revenues increased $40,583,000 (61%) to $106,815,000
from $66,232,000 for the Prior Year's Period. The Company realized approximately
$45,127,000 of revenues from customers added as the result of acquisitions
completed in 2004. Excluding revenues added through acquisitions in 2004,
revenues decreased by $4,544,000 (7%). The decrease is net of growth from both
new and existing customers.

Costs of revenues excluding depreciation increased by $30,221,000 (65%) to
$76,524,000 during the Current Period compared with $46,303,000 for the Prior
Year's Period. The increase includes costs associated with our expansion from
acquisitions completed in 2004. Costs of revenues as a percentage of revenues
increased to 72% in the Current Period from 70% in the Prior Year's Period,
reflecting a lower gross margin. This higher percentage reflects our decision
not to reduce resources, because we believe that such resources will be
redeployed to meet anticipated future growth.

Selling and promotion costs increased by $934,000 (38%) to $3,376,000 for the
Current Period from $2,442,000 for the Prior Year's Period, but decreased as a
percentage of revenues to 3% for the Current Period from 4% for the Prior Year's
Period. This increase is attributable to additional compensation and related
expenses for an expanded sales force.

General and administrative expenses increased by $4,747,000 (93%) to $9,832,000
for the Current Period from $5,085,000 for the Prior Year's Period. General and
administrative expenses increased as a percentage of revenues to 9% in the
Current Period from 8% in the Prior Year's Period. Approximately $1,160,000, or
24% of the total increase, was related to acquisitions completed in 2004.
Approximately $1,285,000 (27% of the total increase) was added to the allowance
for doubtful accounts, including an unusual addition of $1,000,000 (pre-tax)
relating to incremental usage-based charges billed to a customer in prior
periods. We also incurred $1,334,000 (28%) of increased professional fees,
including audit fees and compliance costs with respect to the Sarbanes-Oxley Act
of 2002. Approximately $589,000 of the increase related to additional personnel
required because of the recent acquisitions. Insurance expense also increased by
$150,000 for the same reason.

Depreciation and amortization of fixed assets and other intangibles increased
$2,076,000 (35%) to $8,004,000 for the Current Period from $5,928,000 for the
Prior Year's Period. Of this increase, $1,519,000 (73%) of depreciation of fixed
assets and amortization of other intangibles was related to acquisitions
completed in 2004. The remainder of the increase of $557,000 (27%) resulted from
fixed asset additions during the twelve months ended September 30, 2005.
Depreciation and amortization decreased as a percentage of revenues to 8% in the
Current Period compared with 9% in the Prior Year's Period.

Net interest expense increased by $465,000 to $4,389,000 for the Current Period
from $3,924,000 for the Prior Year's Period. The results for the Prior Period
included $1,347,000 for expensing the unamortized balance of costs relating to
approximately $40 million in term loans repaid in June 2004. Excluding this
write-off in 2004, there was a net increase of $1,812,000 consisting of
$2,134,000 in additional interest expense partially offset by an increase in
interest income of $322,000. The increases in interest income and expense are
due to larger average outstanding balances of both cash and outstanding debt,
respectively, as well as increases in interest rates earned and incurred during
the Current Period.

For the Current Period, we recorded a tax expense of $2,016,000 compared with a
tax benefit of $4,000 for the Prior Year's Period. The tax expense for the
Current Period consists of a current provision of $597,000 and a deferred
provision of $1,419,000. The tax benefit for the Prior Year's Period included
$234,000 from the sale of New Jersey net operating loss carry-forwards. As of
December 31, 2004, we had net operating loss carry-forwards of approximately $37
million for Federal income tax purposes that begin to expire in 2019. The use of
these net operating loss carry-forwards may be limited in future years pursuant
to Section 382 of the Code.


                                    Page 14
<PAGE>


We have net income of $2,674,000 for the Current Period compared with $2,554,000
for the Prior Year's Period.

In the Current Period, we had income per common share of $0.13 and $0.12 on a
basic and diluted basis, respectively, compared with income per common share of
$0.15 and $0.13 on a basic and diluted basis, respectively, for the Prior Year's
Period. The number of weighted average shares increased to approximately
20,183,000 basic shares and approximately 22,047,000 shares on a diluted basis
for the Current Period from approximately 17,382,000 basic shares and
approximately 19,599,000 shares on a diluted basis for the Prior Year's Period.
The increase in weighted average basic shares of 2,801,000 was the result of
exercises of options and warrants, net of the repurchase of 50,000 shares. For
the Current and Prior Periods, the weighted average number of shares used in
calculating diluted earnings per share includes options and warrants to purchase
common stock aggregating 1,851,885 and 2,217,011 shares, respectively. The
calculations for 2005 and 2004 exclude the potential conversion of the
convertible debt (which would include an adjustment to reported net income to
add back the interest on the debt, net of tax), because the effect of this
adjustment would be anti-dilutive.


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $15,258,000 for the nine-month
period ended September 30, 2005 (the "Current Period"). During the Current
Period, sources of cash included $2,674,000 of net income adjusted for non-cash
charges of $8,004,000 of depreciation and amortization, additions to the
allowance for doubtful accounts of $1,285,000, and $960,000 from a decrease in
deferred tax assets; $324,000 from an decrease in other assets; and $5,736,000
from a decrease in accounts receivable. Significant uses of cash during the
Current Period include a reduction of taxes payable and an increase in prepaid
taxes totaling $440,000; an increase in prepaid expenses and other current
assets of $991,000; and a decrease in accrued expenses and accounts payable of
$2,007,000. The utilization of a portion of the Company's net operating loss
carry-forwards is reflected in the decrease in deferred tax assets.

Significant cash flows from investing activities include the purchase of
$3,078,000 of equipment and other property, payment of $554,000 of subsequent
contingent purchase price relating to the SMS Acquisition, and additions of
$625,000 to software development costs.

On May 23, 2005, we announced that our Board of Directors approved a plan to
repurchase up to $10 million of our outstanding common stock. In July 2005, we
purchased 50,000 shares for approximately $483,000.

On October 24, 2005, we entered into a definitive agreement to acquire
(i)Structure, LLC ("(i)Structure"), an IT outsourcing company for $81.5 million,
including $1.5 million of Infocrossing stock (the "(i)Structure Agreement"). The
purchase price is subject to customary working capital and certain other
adjustments, including an increase of up to $10 million in cash to reimburse the
seller for capital expenditures and certain other costs related to providing
services for new customers that are pending installation. The purchase price
will be increased by $1 million of our common stock if a pending agreement
between (i)Structure and a prospective client is signed within six months of
closing.

We plan to fund the cash portion of the purchase price with a combination of
cash on hand, and with the proceeds of a new debt facility and other financing,
including the potential sale and leaseback of certain assets. As noted below, we
have repaid an existing debt facility. The transaction, which is subject to
customary closing conditions, including the receipt of Hart-Scott-Rodino
clearance, is expected to close within 45 days from the signing of the
(i)Structure Agreement. We received a commitment for $70 million in bank
financing.

Financing activities during the Current Period include the repayment of
approximately $3,453,000 of capital leases and the receipt of $5,895,000 from
the exercise of employee stock options. In addition, we added $4,679,000 of
equipment subject to new capital lease agreements during the Current Period.

In 2004, we completed a private offering of $72,000,000 aggregate principal
amount of 4.0% Convertible Senior Notes due July 15, 2024 (the "Notes"). Net
proceeds after a discount of $2,520,000 and approximately $591,000 of costs and
fees were approximately $68,889,000. Interest on the Notes is payable
semi-annually in arrears each January 15th and July 15th.



                                    Page 15
<PAGE>


The Notes and the shares of common stock into which they may be converted may be
resold pursuant to a registration statement on Form S-3 that became effective in
August 2004. We will not receive any proceeds from any sales of common stock
under this registration statement.

The Notes are convertible, subject to certain conditions, at the option of the
holder prior to maturity, into shares of our common stock at a specified
conversion price, subject to certain adjustments. The conversion price must be
adjusted to reflect stock dividends, stock splits, issuances of rights to
purchase shares of common stock and other events. Upon conversion, we will have
the right to deliver to the holders, at our option, cash, shares of our common
stock, or a combination thereof. At the initial conversion price of $15.36, the
$72,000,000 of Notes were convertible into 4,687,500 common shares. After the
effective date of the registration statement and prior to the end of the 18th
month thereafter, if the market price of our common stock were to be less than
68.23% of the conversion price then in effect ($10.48) for at least 20 trading
days during any 30 consecutive trading day period, the conversion price would
immediately be reduced by 17.38% (to $12.69 initially, subject to
adjustment)(the "Reset Adjustment"); provided that (i) the Reset Adjustment
shall only be applicable to Notes that have been sold or otherwise distributed
pursuant to the registration statement referred to above or pursuant to Rule
144(k) under the Securities Act (and such adjustment shall apply to all such
Notes, regardless of whether they are so sold or distributed before or after
adjustment), and (ii) there shall be no more than one Reset Adjustment of the
conversion price during the term of the Notes. On August 5, 2005, the Reset
Adjustment was triggered. As a result of the Reset Adjustment, the number of
common shares into which the Notes are convertible is 5,673,759, an increase of
986,259 shares. The Reset Adjustment was valued in accordance with EITF 00-27,
"APPLICATION OF ISSUE NO. 98-5 - CERTAIN CONVERTIBLE INSTRUMENTS" at $4,596,000,
and this amount was recorded as an increase to Additional Paid in Capital and as
a discount to the carrying value of the Notes. This additional discount will be
accreted to the carrying value of the Notes through a charge to interest expense
over the life of the Notes.

The holders may convert their Notes into shares of our common stock, currently
at a conversion price of $12.69 per share, equal to a conversion rate of
approximately 78.8022 shares per $1,000 principal amount of Notes, prior to the
close of business on their stated maturity date under any of the following
circumstances: (1) during any fiscal quarter if the market price per share of
our common stock for a period of at least 20 consecutive trading days during the
30 consecutive trading day period ending on the last day of the preceding fiscal
quarter is more than 130% of the applicable conversion price; (2) on or before
July 15, 2019, during the five business-day period following any 10 consecutive
trading-day period in which the trading price for the Notes during such ten-day
period was less than 98% of the applicable conversion value for the Notes during
that period, subject to certain limitations; (3) if the Notes have been called
for redemption; or (4) upon the occurrence of specified corporate transactions.
The specified transactions include: (1) certain distributions to our common
stockholders of rights to acquire shares of our common stock at a discount; (2)
certain distributions to our common stockholders when the distribution has a per
share value in excess of 5% of the market price of our common stock; and (3) a
consolidation, merger or binding share exchange pursuant to which our common
stock will be converted into cash, securities or other property. Upon a "change
of control," as defined in the indenture, the holders can require us to
repurchase all or part of the Notes for cash equal to 100% of principal plus
accrued interest. A consolidation, merger, or binding exchange also may
constitute a "change of control" in certain instances. If the "change of
control" occurred prior to July 15, 2009, in certain instances, we may be
required to pay a "make whole premium" when repurchasing the Notes. The amount
of the "make whole premium" is set forth in the indenture.

We have a call option, pursuant to which we may redeem the Notes, in part or in
whole, for cash at any time on or after July 15, 2007 at a price equal to 100%
of the principal amount of the Notes, plus accrued interest plus a "premium" if
the redemption is prior to July 15, 2009, provided, however, the Notes are only
redeemable prior to July 15, 2009 if the market price of our common stock has
been at least 150% of the conversion price then in effect for at least 20
trading days during any 30 consecutive trading day period. The "premium"
referred to in the preceding sentence shall be in an amount equal to $173.83 per
$1,000 principal amount of Notes, less the amount of any interest actually paid
on such Notes prior to the redemption date.

The holders of the Notes may require that we purchase for cash all or a portion
of the Notes on July 15, 2009, 2014, and 2019 at a repurchase price equal to
100% of the principal amount of the Notes plus any accrued interest. There are
no financial covenants, other than a limitation on incurring additional
indebtedness, as defined in the indenture. We are not restricted from paying
dividends, or issuing other securities, or repurchasing other securities issued
by us under the terms of the indenture.



                                    Page 16
<PAGE>


In July 2004, we established a $25,000,000, non-revolving loan facility,
available for use in connection with the acquisition of complementary
businesses. We paid a 1.0% commitment fee at the closing of the loan and an
unused facility fee at the rate of 0.75% per annum which would have continued
until we borrowed more than $10,000,000 on a cumulative basis. We would have
incurred prepayment penalties if we terminated the facility during the first 18
months or prepaid any advance prior to the one-year anniversary of the
applicable borrowing date. The facility and any loans made under the facility
were guaranteed by all of our subsidiaries, and any such loans and the
guarantees were secured by a first-priority interest on substantially all of our
assets, including the capital stock and assets of the subsidiaries. The facility
contains certain covenants including, but not limited to: a maximum leverage
ratio; minimum consolidated earnings before interest, taxes, depreciation, and
amortization; a minimum debt coverage ratio; and limitations on indebtedness,
capital expenditures, investments, loans, mergers and acquisitions, stock
issuances, and transactions with affiliates. In addition, the terms of the
facility limit our ability to pay dividends.

On October 1, 2004, we borrowed $24,375,000 from the non-revolving loan facility
to pay a portion of the cost of the IHS acquisition. The amount borrowed
represented the full loan availability under the line. The $625,000 balance was
required to remain available in the event we are required to fund an Interest
Reserve, as that term is defined in the loan agreement. Monthly principal
payments of approximately $609,000 were to begin on July 1, 2007, and a final
payment of $11,578,000 was scheduled to be made on March 15, 2009. At September
30, 2005, this loan was included in the current portion of long term debt.

Subsequent to the date of the financial statements presented herewith, on
October 21, 2005, we repaid the outstanding balance of $24,375,000, plus accrued
interest and a $12,500 prepayment penalty. We recorded interest expense of
$256,000 in October 2005 to eliminate unamortized loan costs.

On February 22, 2005, we filed a "shelf" registration statement with the
Securities and Exchange Commission. This registration statement will permit us
to sell equity or debt securities, in any combination, for up to $125,000,000.
We intend to use the net proceeds we expect to receive from the sale of the
securities to reduce our outstanding debt and to fund possible acquisitions and
investments. The exact timing and terms of this financing will depend upon
market conditions and other factors. There can be no assurance that such
financing will occur. The registration statement was declared effective June 22,
2005.

As of September 30, 2005, we had cash and equivalents of $39,247,000.

We believe that our cash and equivalents, current assets, and cash generated
from future operating activities will provide adequate resources to fund our
ongoing operating requirements for at least the next twelve months. We may need
to obtain additional financing for any other significant acquisitions or other
substantial investments.

EBITDA

EBITDA represents net income before interest, taxes, depreciation and
amortization. We present EBITDA because we consider such information an
important supplemental measure of our performance and believe it is frequently
used by securities analysts, investors and other interested parties in the
evaluation of companies with comparable market capitalization to us, many of
which present EBITDA when reporting their results. We also use EBITDA as one of
the factors used to determine the total amount of bonuses available to be
awarded to executive officers and other employees. Our credit agreement uses
EBITDA (with additional adjustments) to measure compliance with covenants such
as interest coverage and debt incurred. EBITDA is also used by prospective and
current lessors as well as potential lenders to evaluate potential transactions
with us. In addition, EBITDA is also widely used by us and other buyers to
evaluate and determine the price of potential acquisition candidates.

For the nine months ended September 30, 2005 our EBITDA increased by $4,681,000
(38%) to $17,083,000 from $12,402,000 for the comparable period in 2004.



                                    Page 17
<PAGE>


EBITDA has limitations as an analytical tool, and you should not consider it in
isolation, or as a substitute for analysis of our results as reported under U.S.
Generally Accepted Accounting Principles ("GAAP"). Some of these limitations
are: (a) EBITDA does not reflect changes in, or cash requirements for, our
working capital needs; (b) EBITDA does not reflect the significant interest
expense, or the cash requirements necessary to service interest or principal
payments, on our debts; and (c) although depreciation and amortization are
non-cash charges, the assets being depreciated and amortized may have to be
replaced in the future, and EBITDA does not reflect any cash requirements for
such capital expenditures. Because of these limitations, EBITDA should not be
considered as a principal indicator of our performance. We compensate for these
limitations by relying primarily on our GAAP results and using EBITDA only on a
supplemental basis.

The following table reconciles EBITDA to net income for the Current and Prior
Year's Period.

                          RECONCILIATION - IN THOUSANDS
-------------------------------------------------------------------------------
                                           NINE MONTHS ENDED SEPTEMBER 30,
                                   --------------------------------------------
                                            2005                    2004
                                   --------------------    --------------------
NET INCOME                          $           2,674       $           2,554
  Add back (deduct):
    Tax expense (benefit)                       2,016                      (4)
    Interest expense                            4,389                   3,924
    Depreciation and amortization               8,004                   5,928

                                      ----------------        ----------------
EBITDA                              $          17,083       $          12,402
                                      ================        ================

EBITDA is a measure of our performance that is not required by, or presented in
accordance with, GAAP. EBITDA is not a measurement of our financial performance
under GAAP and should not be considered as an alternative to net income, income
(loss) from operating activities or any other performance measures derived in
accordance with GAAP.


RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS 153, EXCHANGES OF NONMONETARY ASSETS,
which eliminated the exception for nonmonetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of nonmonetary
assets that do not have commercial substance. SFAS No. 153 will be effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. We do not believe the adoption of SFAS No. 153 will have a material impact
on our operating results or financial position.

In December 2004, the FASB issued SFAS 123 (R), SHARED-BASED PAYMENT, which
establishes standards for transactions in which an entity exchanges its equity
instruments for goods or services. This standard requires a public entity to
measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. In accordance with Rule 33-8568
of the Securities and Exchange Commission, SFAS 123(R) will be effective for
fiscal years beginning on or after December 15, 2005.

SFAS 123(R) permits public companies to adopt its requirements using one of the
following two methods:

         1. A "modified prospective" method in which compensation cost is
recognized beginning with the effective date (a) based on the requirements of
SFAS 123(R) for all share based payments granted after the effective date and
(b) based on the requirements of SFAS 123 for all awards granted to employees
prior to the effective date of SFAS 123(R) that remain unvested on the effective
date.

         2. A "modified retrospective" method which includes the requirements of
the modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS 123 for purposes
of pro forma disclosures either (a) all prior periods presented or (b) prior
interim periods of the year of adoption.



                                    Page 18
<PAGE>


We plan to adopt SFAS 123(R), effective January 1, 2006, using the
modified-prospective method.

As permitted by SFAS 123, we currently account for share-based payments to
employees using APB Opinion 25's intrinsic value method and, as such, generally
recognize no compensation cost for employee stock options. Accordingly, the
adoption of SFAS 123(R)'s fair value method will have a significant impact on
our results of operations, although it will have no impact on our overall
financial position. The impact of the adoption of SFAS 123(R) cannot be
predicted at this time because it will depend on levels of share-based payments
granted in the future. However, had we adopted SFAS 123(R) in prior periods, the
impact of that standard would have approximated the impact of SFAS 123 as
described in the disclosure of pro forma net income and earnings per share in
Note 1 to our consolidated financial statements.

We have not determined what impact SFAS 123(R) might have on the nature of our
share-based compensation to employees in the future.


FORWARD-LOOKING STATEMENTS

Statements made in this Report, including the foregoing financial statements and
notes, other than statements of historical fact, are forward-looking statements
that involve risks and uncertainties. These statements relate to future events
or our future financial performance, including statements relating to products,
customers, suppliers, business prospects and effects of acquisitions. In some
cases, forward-looking statements can 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 and as such, final results could differ from estimates or
expectations due to a number of factors including, without limitation:
incomplete or preliminary information; changes in government regulations and
policies; continued acceptance of our 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; our dependence on third party
suppliers; intellectual property rights; difficulties with the identification,
completion, and integration of acquisitions, including the integration of
Verizon Information Technologies Inc., now known as Infocrossing Healthcare
Services, Inc. and the completion of the acquisition and integration of
(i)Structure, LLC.; and other risks and uncertainties including those set forth
in this Report that could cause actual events or results to differ materially
from any forward-looking statement. For any of these factors, we claim the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, as amended.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


INTEREST RATE RISK

We are not significantly exposed to the impact of interest rate changes, foreign
currency fluctuations, or changes in the market values of our investments. We
primarily invest in money market mutual funds or certificates of deposit and
commercial paper issued only by major corporations and financial institutions of
recognized strength and security, and hold all such investments to term. We
generally invest in instruments of no more than 30 days maturity. Our debt is at
a fixed rate of interest, and the carrying amount of long-term debt approximates
fair value based on interest rates that are currently available to us with
similar terms and remaining maturities.

MARKET RISK

Our accounts receivable are subject, in the normal course of business, to
collection risks. We regularly assess these risks and have established policies
and business practices to protect against the adverse effects of collection
risks. As a result, we do not anticipate any material losses in this area.

FOREIGN CURRENCY RISKS

We have no significant foreign-source income.


                                    Page 19
<PAGE>


ITEM 4 - CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
our management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the
end of the period covered by this report. Based on that evaluation, our
management, including the Chief Executive Officer and the Chief Financial
Officer, concluded that our disclosure controls and procedures were effective as
of September 30, 2005. There have been no changes in our internal control over
financial reporting that occurred during our most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Corcoran and Tallas v. Cortens, Dolan, ITO Acquisition Corporation d/b/a
Systems Management Specialists, and Does 1 through 50
-------------------------------------------------------------------------

On November 1, 2004, we were served with a summons and complaint in a lawsuit
commenced by two former employees of ITO Acquisition Corporation d/b/a Systems
Management Specialists, now known as Infocrossing West, Inc. ("West") filed in
the Superior Court of California, Orange County (Case No. 04CC10709). Plaintiffs
asserted that they had been induced to join West in 2002 based on promises of
receiving equity interests and options to acquire additional equity in West.
Plaintiffs also asserted that on numerous occasions they had received verbal
assurance of receiving the foregoing equity interests in West. We had acquired
West on April 2, 2004. Plaintiffs' employment with West terminated shortly after
our acquisition of West. Plaintiffs maintain that they are entitled to direct
damages of at least $15 million plus punitive damages, costs, attorneys' fees,
and other relief as the court may award. In addition, one of the plaintiffs also
asserted a claim for unpaid commissions of approximately $30,000. On November
30, 2004, West filed an answer denying all of plaintiffs' allegations. Discovery
commenced in February 2005.

West is indemnified pursuant to the Stock Purchase Agreement between us and ITO
Holdings, LLC ("Holdings") dated as of March 3, 2004 (the "SPA") for breaches of
numerous representations and warranties contained in the SPA. Holdings
represented and warranted to us, among other things, that it owned all of West's
capital stock and there were no other equity interests or commitments relating
to West's capital stock. Holdings has confirmed its indemnification obligations
with respect to the claims asserted by plaintiffs. If, however, discovery
reveals that the commissions at issue were earned after March 3, 2004 or, if
earned prior to such date, they were properly accrued, we agreed to cooperate
with Holdings to determine the appropriate amount of commissions, if any, which
would be due and owing from West. West believes it is in its best interest to
resolve the commissions issue early in the litigation to avoid needless and
protracted proceedings and expenses relating to such a minor dispute.
Accordingly, Holdings has agreed that West will not be responsible for, or asked
to contribute to, attorney's fees and costs associated with the resolution of
the commissions claim.

All matters were settled as of July 22, 2005. The settlement did not have any
financial impact on the Company. The entire settlement was paid from an escrow
account with respect to which Holdings was the beneficiary. The escrow account
had been established at the closing of the acquisition in the event of an
indemnification claim against Holdings.


ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UNREGISTERED SALES OF EQUITY SECURITIES:

None.



                                    Page 20
<PAGE>


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS:

On May 23, 2005, it was announced that the Company's Board of Directors approved
the repurchase of up to $10 million of the Company's outstanding common stock.
The following table gives information with respect to this program.
<TABLE>
<CAPTION>
                                                                              Total Number of       Maximum Dollar Value
                                                                            Shares Purchased as      of Shares that May
                                                                              Part of Publicly        Yet Be Purchased
                              Total Number of        Average Price Paid      Announced Plans or      Under the Plans or
                              Shares Purchased           Per Share                Programs                Programs

<S>                                <C>                     <C>                     <C>                   <C>
     July 1-31, 2005               50,000                  $9.67                   50,000                $9,516,511
</TABLE>






                                    Page 21
<PAGE>



ITEM 6 - EXHIBITS

2.1        Stock Purchase Agreement between the Company and ITO Holdings, LLC,
           dated as of March 3, 2004, incorporated by reference to Exhibit 2.1
           to a Current Report on Form 8-K filed April 7, 2004.

2.2        Purchase and Sale Agreement, dated as of September 1, 2004 between
           Verizon Data Services, Inc. and the Company, incorporated by
           reference to Exhibit 2.1 to a Current Report on Form 8-K filed
           October 14, 2004.

2.3        Stock Purchase Agreement dated as of February 5, 2002 by and between
           the Company and American Software, Inc., incorporated by reference to
           Exhibit 2.1 to the Company's Current Report on Form 8-K filed
           February 5, 2002.

3.1A       Restated Certificate of Incorporation, incorporated by reference to
           Exhibit 3.1A to the Company's Annual Report on Form 10-K for the
           period ended December 31, 2004.

3.1B       Certificate of Amendment to the Company's Certificate of
           Incorporation, filed May 8, 2000, to increase the authorized shares
           and to remove Article 11, incorporated by reference to the Company's
           report on Form 10-Q for the period ended April 30, 2000.

3.1C       Certificate of Amendment to the Company's Certificate of
           Incorporation, filed as of June 5, 2000, to change the name of the
           Company to Infocrossing, Inc., incorporated by reference to the
           Company's report on Form 10-Q for the period ended April 30, 2000.

3.2        By-Laws, as amended, incorporated by reference to Exhibit 3.2 to the
           Company's Form 10-Q/A filed May 17, 2004.

4.1        Indenture, dated as of June 30, 2004, between the Company as issuer
           and Wells Fargo Bank, National Association, as trustee; and form of
           4.00% Convertible Senior Notes due 2024, incorporated by reference to
           a Registration Statement on Form S-3 filed July 13, 2004.

4.2        Resale Rights Agreement, dated as of June 30, 2004, by and between
           the Company and Lehman Brothers, Inc. regarding the Company's 4.00%
           Convertible Senior Notes due 2024, incorporated by reference to a
           Registration Statement on Form S-3 filed July 13, 2004.

4.3        Securities Purchase Agreement, dated as of March 24, 2004, by and
           among the Company and certain purchasers of the Company's common
           stock, incorporated by reference to Exhibit 4.1 to the Company's
           Current Report on Form 8-K filed April 1, 2004.

4.4        Registration Rights Agreement, dated as of March 24, 2004, by and
           among the Company and certain purchasers of the Company's common
           stock, incorporated by reference to Exhibit 4.2 to the Company's
           Current Report on Form 8-K filed April 1, 2004.




                                    Page 22
<PAGE>



(a) Exhibits (continued):

4.5         Securities Purchase Agreement, dated as of October 16, 2003, by and
            among the Company and certain purchasers of common stock and
            warrants, incorporated by reference to Exhibit 4.1 to the Company's
            Current Report on Form 8-K filed October 22, 2003.

4.6         Registration Rights Agreement, dated as of October 16, 2003, by and
            among the Company and certain purchasers of common stock and
            warrants, incorporated by reference to Exhibit 4.2 to the Company's
            Current Report on Form 8-K filed October 22, 2003.

4.7         Exchange Agreement, dated as of October 16, 2003, by and among the
            Company and holders of series A preferred stock and series A
            warrants, incorporated by reference to Exhibit 4.3 to the Company's
            Current Report on Form 8-K filed October 22, 2003.

4.8         Second Amended and Restated Registration Rights Agreement, dated as
            of October 21, 2003, by and among the Company and certain
            stockholders of the Company, incorporated by reference to Exhibit
            4.4 to the Company's Current Report on Form 8-K filed October 22,
            2003.

4.9         Warrant Agreement dated as of February 1, 2002 by and between the
            Company and the Warrantholders party thereto, incorporated by
            reference to Exhibit 4.3 to the Company's Current Report on Form 8-K
            filed February 5, 2002.

4.10        Warrant Agreement dated as of May 10, 2000 between the Company and
            the Warrantholders Party thereto, incorporated by reference to
            Exhibit 4.10 to the Company's Annual Report on Form 10-K for the
            period ended December 31, 2004.

10.1        Letter of Employment between the Company and John Lalli, dated as of
            May 15, 2002, incorporated by reference to Exhibit 10.1 to the
            Company's Quarterly Report on Form 10-Q for March 31, 2005.

10.2        Contract for Services between Verizon Information Technologies,
            Inc. (now Infocrossing Healthcare Services, Inc.) and the State of
            Missouri, including Amendments 1 through 6, incorporated by
            reference to the Company's Quarterly Report on Form 10-Q for March
            31, 2005.

10.3A       Acquisition Loan Agreement dated July 29, 2004 between the Company,
            various Lenders and CapitalSource Finance LLC ("CapitalSource") as
            Agent for the Lenders, incorporated by reference to Exhibit 10.7 to
            the Company's Quarterly Report on Form 10Q for June 30, 2004.

10.3B       Consent, Waiver and First Amendment to Acquisition Loan Agreement
            dated as of October 1, 2004 by and among the Company and
            CapitalSource, incorporated by reference to Exhibit 10.1 to the
            Company's Current Report on Form 8-K filed October 4, 2004.

10.3C       Amended and Restated Consent, Waiver, and First Amendment to
            Acquisition Loan Agreement, dated as of October 6, 2004, by and
            among the Company and CapitalSource, incorporated by reference to
            Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the
            period ended September 30, 2004.

10.3D       Second Amendment to Acquisition Loan Agreement and Other Documents,
            dated as of November 8, 2004, by and among the Company and
            CapitalSource incorporated by reference to Exhibit 10.16 to the
            Company's Quarterly Report on Form 10-Q for the period ended
            September 30, 2004.

10.3E       Third Amendment to Acquisition Loan Agreement and Other Documents,
            dated as of December 29, 2004, incorporated by reference to Exhibit
            10.4E to the Company's Annual Report on Form 10-K for the period
            ended December 31, 2004.


                                    Page 23
<PAGE>


(a) Exhibits (continued):

10.4A        Guarantee and Security Agreement dated as of July 29, 2004, between
             the Company and certain of the Company's subsidiaries and
             CapitalSource, incorporated by reference to Exhibit 10.8 to the
             Company's Quarterly Report on Form 10Q for June 30, 2004.

10.4B        Joinder to Security Agreement dated October 1, 2004, incorporated
             by reference to Exhibit 10.5B to the Company's Annual Report on
             Form 10-K for the period ended December 31, 2004.

10.5A        Stock Pledge Agreement Dated as of July 29, 2004, between the
             Company and certain of the Company's subsidiaries and
             CapitalSource, incorporated by reference to Exhibit 10.9 to the
             Company's Quarterly Report on Form 10Q for June 30, 2004.

10.5B        Addendum to Stock Pledge Agreement dated October 1, 2004,
             incorporated by reference to Exhibit 10.6B to the Company's Annual
             Report on Form 10-K for the period ended December 31, 2004.

10.6A        Amended and Restated Term Loan Agreement, dated as of April 2, 2004
             between the lenders named therein and the Company ("Amended and
             Restated Term Loan Agreement"), incorporated by reference to
             Exhibit 10.1 to the Company's Current Report on Form 8-K filed
             April 7, 2004.

10.6B        First Amendment to Amended and Restated Term Loan Agreement, dated
             as of June 30, 2004, between the lenders named therein and the
             Company, incorporated by reference to Exhibit 4.5 to a Registration
             Statement No. 333-117340 on Form S-3 filed July 13, 2004.

10.6C        Term Loan Agreement dated as of October 21, 2003 by and among the
             Company, Infocrossing Agent, Inc., and the lenders named therein,
             incorporated by reference to Exhibit 10.1 to the Company's Current
             Report on Form 8-K filed October 22, 2003.

10.6D        First Amendment to Loan Agreement and other Loan Documents, dated
             as of February 13, 2004, by and among the Company, certain
             subsidiaries of the Company, certain lenders named therein, and
             CapitalSource, incorporated by reference to Exhibit 10.6D to the
             Company's Quarterly Report on Form 10-Q for June 30, 2005.

10.6E        Master Assignment and Assumption Agreement, dated as of February
             13, 2004, by and among the Company, as borrower;
             certain subsidiaries of the Company, as guarantors; Infocrossing
             Agent, Inc., as agent for assigning lenders named therein;
             assigning lenders named therein; and CapitalSource, incorporated by
             reference to Exhibit 10.7E to the Company's Annual Report on Form
             10-K for the period ended December 31, 2004.

10.7A        Guaranty and Security Agreement, dated as of April 2, 2004, between
             a subsidiary of the Company and CapitalSource, incorporated by
             reference to Exhibit 10.2 to the Company's Current Report on Form
             8-K filed April 7, 2004.

10.7B        Guaranty and Security Agreement dated as of October 21, 2003 by and
             among the Company, Infocrossing Agent, Inc., and the Company's
             subsidiaries, incorporated by reference to Exhibit 10.2 to the
             Company's Current Report on Form 8-K filed October 22, 2003.

10.8         Amended and Restated Stock Pledge Agreement, dated as of April 2,
             2004, among the Company, a subsidiary of the Company, and
             CapitalSource, incorporated by reference to Exhibit 10.3 to the
             Company's Current Report on Form 8-K filed April 7, 2004.





                                    Page 24
<PAGE>



(a) Exhibits (continued):

10.9          Employment Agreement between the Company and Zach Lonstein, dated
              as of January 1, 2005, incorporated by reference to Exhibit 10.1
              to the Company's Current Report on Form 8-K filed January 5,
              2005, superseding an Employment Agreement, dated as of November
              1, 1999, incorporated by reference to Exhibit 10.4 to the
              Company's Form 10-Q for the period ended July 31, 2000.

10.10         Employment Agreement between the Company and Robert Wallach, dated
              as of January 1, 2005, incorporated by reference to Exhibit 10.2
              to the Company's Current Report on Form 8-K filed January 5, 2005,
              superseding an Employment Agreement, dated as of November 1, 1999,
              incorporated by reference to Exhibit 10.5 to Infocrossing's Form
              10-Q for the period ended July 31, 2000.

10.11A        Employment Agreement, dated as of April 2, 2004, by and between
              the Company and Patrick A. Dolan, incorporated by reference to
              Exhibit 10.4 to the Company's Current Report on Form 8-K filed
              April 7, 2004.

10.11B        Settlement and Release Agreement dated as of October 15, 2004 by
              and among the Company and Patrick A. Dolan, incorporated by
              reference to Exhibit 99.2 to the Company's Current Report on Form
              8-K filed November 5, 2004.

10.12A        Employment Agreement, dated as of April 2, 2004, by and between
              the Company and Jim Cortens, incorporated by reference to Exhibit
              10.5 to the Company's Current Report on Form 8-K filed April 7,
              2004.

10.12B        Settlement and Release Agreement dated as of October 15, 2004 by
              and among the Company and Jim Cortens, incorporated by reference
              to Exhibit 13B to the Company's Annual Report on Form 10-K for the
              period ended December 31, 2004.

10.13         Employment Agreement, dated as of October 1, 2004, by and between
              a subsidiary of the Company and Michael J. Luebke, incorporated by
              reference to Exhibit 14 to the Company's Annual Report on Form
              10-K for the period ended December 31, 2004.

10.14A        Company's 2002 Stock Option and Stock Appreciation Rights Plan
              ("2002 Plan"), incorporated by reference to Appendix B to the
              Company's Definitive Proxy Statement for the Annual Meeting of
              Stockholders held on June 25, 2002.

10.14B        Amendment to 2002 Plan adopted by the Board of Directors on
              January 21, 2005, incorporated by reference to Exhibit 10.15B to
              the Company's Annual Report on Form 10-K for the period ended
              December 31, 2004.

10.14C        Amendment to 2002 Plan approved at the Company's Annual Meeting of
              Stockholders held on June 15, 2004, incorporated by reference to
              Exhibit 10.15C to the Company's Annual Report on Form 10-K for the
              period ended December 31, 2004.

10.14D        Amendment to 2002 Plan adopted by the Board of Directors on April
              1, 2004, incorporated by reference to Exhibit 10.15D to the
              Company's Annual Report on Form 10-K for the period ended December
              31, 2004.

10.15A        Amended and Restated 1992 Stock Option and Stock Appreciation
              Rights Plan ("1992 Plan"), incorporated by reference to Appendix A
              to Company's Definitive Proxy Statement for the Annual Meeting of
              Stockholders held on May 8, 2000.





                                    Page 25
<PAGE>



(a) Exhibits (continued):

10.15B        Amendment to 1992 Plan approved at the Company's Annual Meeting of
              Stockholders held on June 22, 2001, incorporated by reference to
              Exhibit 10.16B to the Company's Annual Report on Form 10-K for the
              period ended December 31, 2004.

10.16         Stock Option Agreement under the Company's 2002 Stock Option and
              Stock Appreciation Rights Plan, dated January 21, 2005, between
              the Company and Zach Lonstein, incorporated by reference to
              Exhibit 10.1 to the Company's Current Report on Form 8-K filed
              January 26, 2005.

10.17A        Lease dated June 2, 1997 between the Company and Leonia
              Associates, LLC, incorporated by reference to Exhibit 10.18A to
              the Company's Annual Report on Form 10-K for the period ended
              December 31, 2004.

10.17B        First Amendment of Lease between the Company and Leonia
              Associates, LLC, dated January 16, 1998, incorporated by reference
              to Exhibit 10.18B to the Company's Annual Report on Form 10-K for
              the period ended December 31, 2004.

10.17C        Second Amendment of Lease between the Company and Leonia
              Associates, LLC, dated as of September 9, 1999, incorporated by
              reference to Exhibit 10.18C to the Company's Annual Report on Form
              10-K for the period ended December 31, 2004.

10.17D        Third Amendment of Lease between the Company and Leonia
              Associates, LLC, dated as of August 28, 2000, incorporated by
              reference to Exhibit 10.7D to the Company's 10-K for the fiscal
              year ended October 31, 2000.

10.17E        Fourth Amendment of Lease between the Company and Leonia
              Associates, LLC, dated as of April 19, 2004, incorporated by
              reference to Exhibit 10.18E to the Company's Annual Report on Form
              10-K for the period ended December 31, 2004.

10.18A        Office Lease Agreement dated May 22, 2000 between the Company and
              Crocker Realty Trust, incorporated by reference to Exhibit 10.6 to
              the Company's Form 10-Q for the period ended July 31, 2000.

10.18B        First Amendment to Lease dated as of April 1, 2002 by and between
              Crocker Realty Trust, L.P. and the Company, incorporated by
              reference to Exhibit 10.1 to the Company's Form 10-Q for period
              ended March 31, 2002.

10.19A        Tenth Floor Option Agreement between the Company, G-H-G Realty
              Company ("GHG"), and RSL Com USA, Inc. ("RSL"), dated as of
              November 30, 1999, with related notice of exercise dated February
              14, 2000, incorporated by reference to Exhibit 10.6A to the
              Company's Form 10-K for the fiscal year ended October 31, 2000.

10.19B        Eleventh Floor Option Agreement between the Company, GHG, and RSL,
              dated as of November 30, 1999, with related notice of exercise
              dated December 2, 1999, incorporated by reference to Exhibit 10.6B
              to the Company's 10-K for the fiscal year ended October 31, 2000.





                                    Page 26
<PAGE>



(a) Exhibits (continued):

10.20A*       Master Services Agreement dated as of May 24, 2001 among the
              Company, Alicomp, a Division of Alicare, Inc. and ADT Security
              Services, Inc., incorporated by reference to Exhibit 10.1A to a
              Registration Statement No. 333-110173 on Form S-3 filed February
              6, 2004.

10.20B*       Amendment to Master Services Agreement among the Company, Alicomp,
              a Division of Alicare, Inc. and ADT Security Services, Inc. dated
              as of January 11, 2002, incorporated by reference to Exhibit 10.1B
              to a Registration Statement No. 333-110173 on Form S-3 filed
              February 6, 2004.

10.20C*       Computer Services Agreement dated as of March 21, 1997 by and
              between the Company and Alicomp, a Division of Alicare, Inc.,
              incorporated by reference to Exhibit 10.2A to a Registration
              Statement No. 333-110173 on Form S-3 filed February 6, 2004.

10.20D*       Marketing Agreement dated as of March 21, 1997 by and between the
              Company and Alicomp, a Division of Alicare, Inc., incorporated by
              reference to Exhibit 10.2B to a Registration Statement No.
              333-110173 on Form S-3 filed February 6, 2004.

10.20E*       Extension Agreement dated as of October 1, 2002 by and between the
              Company and Alicomp, a Division of Alicare, Inc., incorporated by
              reference to Exhibit 10.2C to a Registration Statement No.
              333-110173 on Form S-3 filed February 6, 2004.

10.20F*       Extension Agreement dated as of December 30, 2003 by and between
              the Company and Alicomp, a Division of Alicare, Inc., incorporated
              by reference to Exhibit 10.2D to a Registration Statement No.
              333-110173 on Form S-3 filed February 6, 2004.

10.21         Employment Agreement dated as of August 8, 2005 by and between Lee
              C. Fields and the Company, incorporated by reference to Exhibit 99
              to a Current Report on Form 8-K filed August 9, 2005.

10.22         Infocrossing, Inc. 2005 Stock Plan, incorporated by reference to
              Appendix C of a Definitive Proxy Statement for the Annual Meeting
              of Stockholders held June 13, 2005.

10.23         Purchase Agreement dated as of October 24, 2005, between Level 3
              Financing, Inc. and the Company, incorporated by reference to
              Exhibit 10 to a Current Report on Form 8-K filed October 25, 2005.

14            Code of Ethics, incorporated by reference to the Company's
              definitive Proxy Statement filed on April 29, 2004.

31            Certifications required by Rule 13a-14(a) and Section 302 of the
              Sarbanes-Oxley Act of 2002 to be filed.

32            Certifications required by Rule 13a-14(b) and 18 U.S.C. Section
              1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002) to be furnished but not filed.


* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.



                                    Page 27
<PAGE>





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.





                                     INFOCROSSING, INC.
November __, 2005                     /s/ ZACH LONSTEIN
                                     ------------------------------------------
                                     Zach Lonstein
                                     Chairman & Chief Executive Officer


November __, 2005                     /s/ WILLIAM J. McHALE
                                     ------------------------------------------
                                     William J. McHale
                                     Chief Financial Officer




                                    Page 28
<PAGE>



                             EXHIBITS FILED HEREWITH

31           Certifications required by Rule 13a-14(a) and Section 302 of the
             Sarbanes-Oxley Act of 2002 to be filed.

32           Certifications required by Rule 13a-14(b) and 18 U.S.C. Section
             1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
             of 2002) to be furnished but not filed.











                                    Page 29