Contacts:
Chief Executive Officer         SVP Finance
Zach Lonstein                   William McHale
Infocrossing, Inc.              Infocrossing, Inc.
201-840-4710                    201-840-4732
zlonstein@infocrossing.com      wmchale@infocrossing.com

Media Relations                 Investor Relations
Michael Wilczak                 Matthew Hayden
Infocrossing, Inc.              Hayden Communications, Inc.
201-840-4941                    760-487-1137
mwilczak@infocrossing.com


       INFOCROSSING REPORTS EARNINGS OF $0.05 PER SHARE ON RECORD REVENUE
                   FOR THE FIRST QUARTER ENDED MARCH 31, 2004

LEONIA, NJ, MAY 12, 2004 -- INFOCROSSING, INC. (NASDAQ: IFOX), a provider of
selective IT outsourcing and business processing solutions, announced today
financial results for the first quarter ended March 31, 2004. Infocrossing
reported record revenue of $15.2 million, a 16 percent increase over the revenue
of $13.1 million reported for the first quarter of 2003, and a 6 percent
increase over the revenue of $14.4 million reported for the previous quarter.
Revenue growth was driven entirely by new sales and the expansion of existing
outsourcing engagements, including the addition of The Reader's Digest
Association, which signed a multi-year agreement announced in January. Other new
contract awards totaled $12.5 million over terms of up to 5 years in length,
including $5.8 million in contracts signed by ITO Acquisition Corporation, doing
business as Systems Management Specialists ("SMS"), prior to the close of the
previously announced acquisition by Infocrossing on April 2, 2004.

For the first quarter of 2004, Infocrossing reported net income to common
stockholders of $0.8 million, or $0.05 per diluted common share, compared with a
net loss to common stockholders of $2.2 million, or $0.40 per common share for
the same period last year. Infocrossing had 17.1 million fully diluted shares
outstanding as of March 31, 2004 compared with 5.4 million fully diluted shares
outstanding as of March 31, 2003. This marks the second consecutive quarter of
positive earnings. The Company expects to report positive earnings for 2004.

Earnings before interest, taxes, depreciation, and amortization (EBITDA)
increased 25% in the first quarter of 2004 to $2.9 million, compared with $2.3
million reported in the same quarter last year. Infocrossing uses EBITDA because
it considers such information an important supplemental measure of the Company's
performance and believes it is frequently used by securities analysts,
investors, and other interested parties in the evaluation of companies with
comparable market capitalization to the Company, many of which present EBITDA
when reporting their results. A reconciliation of EBITDA to net income follows
in the Summary Consolidated Statements of Operations.

For the first quarter of 2004, Infocrossing reported the following additional
highlights:

o    Infocrossing  assumed the  management of Reader's  Digest's  mainframe data
     center  operations  under a multi-year  outsourcing  agreement in the first
     quarter,  and  is  planning  for a June  2004  migration  of  the  client's
     computing infrastructure to Infocrossing's data center.

o    On March 30, 2004, the Company  completed a $30.6 million private placement
     of 2,917,000  shares of its common stock. The Company used a portion of the
     net  proceeds of the private  placement  and a new $15 million term loan to
     finance the cash component of the SMS acquisition.

o    As a result of the private placement,  shareholders'  equity nearly doubled
     to $61.2 million at March 31, 2004, compared with $30.8 million at December
     31, 2003.

o    In the first quarter, Infocrossing announced the planned acquisition SMS, a
     California-based  data  center  outsourcing  company.  On  April  2,  2004,
     Infocrossing  closed the acquisition for  approximately $35 million in cash
     and  135,892  shares  of  Infocrossing   stock.   SMS  provides   computing
     operations,  business process outsourcing, and managed application services
     to nearly  forty  clients  primarily  in the  western  United  States.  The
     transaction   combined  two  strong   regional   service   providers   with
     complementary services to create a single outsourcing company with national
     scale,  an impressive  client base,  multi-platform  expertise,  and a full
     complement of outsourcing solutions.  SMS is expected to add $33 million to
     Infocrossing's  revenue in the first 12 months  following  the close of the
     transaction.

"I'm very pleased with the results for the first quarter of 2004," stated Zach
Lonstein, Infocrossing's Chairman and Chief Executive Officer. "The value of our
selective outsourcing services continued to push revenue to new heights, with
more companies recognizing they could gain the benefits of outsourcing without
losing control over their operations," Mr. Lonstein continued. "The
recapitalization completed last year and the leverage of our data center
infrastructure translated the revenue growth into another quarter of positive
earnings. With the expanding record of positive results and the recently
completed acquisition of Systems Management Specialists, we are positioned to
continue our growth and realize our vision of becoming a recognized leader among
providers of selective outsourcing services in the United States," Mr. Lonstein
concluded.

Infocrossing will hold a teleconference to discuss first quarter results with
the financial community today, May 12, 2004, at 11 a.m. Eastern Daylight Time.
Anyone interested in participating in the call can join via the Company's
website, www.infocrossing.com, or dial into the call at 1-800 475-2151 or
973-582-2710 for international callers, at least ten minutes before the start of
the call. A telephone replay will also be available until May 19, 2004 starting
one hour after the conclusion of the teleconference. Interested persons may
listen to the playback of the teleconference by calling 1-877-519-4471 toll free
or 973-341-3080 for international callers and entering the pass code number
4754637.

"EBITDA" is defined as earnings before interest, income taxes, depreciation, and
amortization. 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 GAAP. Some of these limitations are: (a) EBITDA does not reflect
changes in, or cash requirements for, the Company's working capital needs; (b)
EBITDA does not reflect the significant interest expense, or the cash
requirements necessary to service interest or principal payments, on the
Company's 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 the Company's performance. The Company compensates for
these limitations by relying primarily on its GAAP results and using EBITDA only
supplementally.

ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)
Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable companies
to process data and share information within their business, and between their
customers, suppliers and distribution channels. Leading companies leverage
Infocrossing's robust computing infrastructure, skilled technical team, and
process-driven operations to reduce costs and improve service delivery by
outsourcing the operation of mainframes, mid-range, open system servers,
networks, and business processes to Infocrossing.



This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including, but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; new products;
technological changes; the Company's dependence upon third-party suppliers;
intellectual property rights; difficulties with the integration of SMS, and
other risks. For any of these factors, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, as amended.







                       INFOCROSSING, INC. AND SUBSIDIARIES
                  SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED, IN MILLIONS,
                            EXCEPT PER SHARE AMOUNTS)

                                               THREE MONTHS ENDED MARCH 31,
                                            -----------------------------------
                                                  2004                2003
                                            ---------------    ----------------
Revenues                                    $        15.2       $        13.1
                                               ------------        ------------
Costs of revenues, excluding
 Depreciation shown below                            10.2                 8.8
Selling and administrative expenses                   2.1                 2.0
Depreciation and amortization                         1.6                 1.4
                                               ------------        ------------
Income from operations                                1.3                 0.9
Net interest expense                                  0.7                 0.6
                                               ------------        ------------
Income before income taxes                            0.6                 0.3
Income tax expense (benefit)                         (0.2)                 -
                                               ------------        ------------
Net income                                            0.8                 0.3
Accretion and dividends on
 redeemable preferred stock                            -                 (2.5)
                                               ------------        ------------
Net income (loss) to common stockholders    $         0.8       $        (2.2)
                                               ============        ============
Basic earnings per share:
   Net income (loss) to common stockholders $         0.05      $       (0.40)
                                               ============        ============
   Weighted average number of
      common shares outstanding                      15.2                 5.4
                                               ============        ============
Diluted earnings per share:
   Net loss to common stockholders          $        0.05       $       (0.40)
                                               ============        ============
   Weighted average number of common shares
      and equivalents outstanding                    17.1                 5.4
                                               ============        ============

The basic and diluted net loss to common stockholders per share for 2003 are
equal. Common stock equivalents are excluded from the computation of diluted net
loss per share for the three months ended March 31, 2003 since the inclusion of
such equivalents would be anti-dilutive.

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






The reconciliation of EBITDA with net income for the quarters ended March 31,
2004 and 2003 is as follows (in millions):

                                            THREE MONTHS ENDED MARCH 31,
                                      ------------------------------------------
                                              2004                   2003
                                      -------------------    -------------------
                                      $             0.8      $             0.3
Net income
   Add back:
     Income tax expense (benefit)                  (0.2)                   -
     Net interest expense                           0.7                    0.6
     Depreciation and amortization                  1.6                    1.4
                                         ----------------       ----------------
EBITDA                                $             2.9      $             2.3
                                         ================       ================







                       INFOCROSSING, INC. AND SUBSIDIARIES
                       SUMMARY CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)

                                                MARCH 31,         DECEMBER 31,
                                                  2004                2003
                                           ---------------     ---------------
ASSETS:
   Cash and equivalents                    $         39.6      $         10.1
   Other current assets                               8.2                 6.5
                                            -------------       -------------
     Total current assets                            47.8                16.6
   Property and equipment, net                       17.4                18.3
   Other non-current assets                          32.5                31.8
                                            -------------       -------------
Total assets                               $         97.7      $         66.7
                                            =============       =============

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Current liabilities                     $          9.3      $          8.4
   Long-term liabilities                             27.3                27.5
   Stockholders' equity                              61.1                30.8
                                            -------------       -------------
Total liabilities and stockholders' equity $         97.7      $         66.7
                                            =============       =============