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

                                   FORM 10-Q/A

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended: MARCH 31, 2004

                         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
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               (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):  [  ] Yes [X] No.

There were 18,326,631 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of May 10, 2004.

This amendment is to file amended By-Laws for the Company.




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PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     2    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.

     3.1A Restated Certificate of Incorporation, incorporated by reference to
          Exhibit 3.1 to the Company's Form 10-KSB for the period ended October
          31, 1999.

     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.

     10   Amended and Restated Term Loan Agreement, dated as of April 2, 2004
          between the lenders named therein and the Company, incorporated by
          reference to Exhibit 10.1 to a Current Report on Form 8-K filed April
          7, 2004.

     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) to be filed.

     32   Certifications required by Rule 13a-14(b) to be furnished but not
          filed.

     99   Code of Conduct. *

* Filed with the Form 10-Q as originally filed.

 (b) Reports on Form 8-K:

          On   March 4, 2004, the Company announced a definitive agreement to
               purchase ITO Acquisition Corp and proposed debt and equity
               financing for the acquisition under Items 5 and 7 of Form 8-K.

          On   March 18, 2004, the Company released earnings for the fourth
               quarter and full year ended December 31, 2003, under Items 9 and
               12 of Form 8-K.

          On   March 26, 2004, the Company announced a private placement of
               securities under Item 5 of Form 8-K.

          On   February 6, 2004, the Company amended the following Current
               Reports on Form 8-K to correct the signature pages:

                    Earnings Release for March 31, 2003 filed May 7, 2003,
                    Earnings Release for June 30, 2003 filed August 7, 2003,
                    Earnings Release for September 30, 2003 filed November 13,
                    2003, Guidance Release for 2003 filed April 10, 2003, and
                    Revised Guidance Release for 2003 filed September 19, 2003.

          On   February 6, 2004, the Company amended a Current Report on Form
               8-K, originally filed on October 22, 2003 to announce the closing
               of a private placement of common shares and a recapitalization of
               debt and equity, to update and expand the information provided
               under Item 7 - Pro Forma Statements.



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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.

May 17, 2004                         /s/ WILLIAM J. McHALE
                                     ------------------------------------------
                                     William J. McHale
                                     Senior Vice President of Finance