CONFORMED COPY


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) December 22, 2003
                                                        -----------------


                   Cognizant Technology Solutions Corporation
               ---------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Delaware                   0-24429                  13-3728359
--------------------------------------------------------------------------------
      (State or Other       (Commission File Number)        (IRS Employer
       Jurisdiction                                      Identification No.)
     of Incorporation)


500 Glenpointe Centre West
Teaneck, New Jersey                                                      07666
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (201) 801-0233
                        ---------------------------------
                         (Registrant's telephone number,
                              including area code)


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.  OTHER EVENTS.

      On December 22, 2003,  Cognizant  Technology  Solutions  Corporation  (the
"Registrant") issued a press release announcing that founder,  Chairman and CEO,
Kumar  Mahadeva is retiring.  Lakshmi  Narayanan  has been named CEO and he will
continue  to serve as  President.  Mr.  Narayanan  has also been  elected to the
Registrant's  Board of Directors.  Mr.  Mahadeva will remain with the Registrant
through April 1, 2004 to assist in completing the transition in leadership. John
Klein,  a member of the  Registrant's  Board of Directors  since 1998,  has been
appointed  as  the  non-executive  Chairman  of  the  Board  of  Directors.  The
Registrant also announced several other senior management promotions.  A copy of
the press release is filed herewith as Exhibit 99.1 and is  incorporated  herein
by reference.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)  Exhibits.

         Exhibit No.             Description of Exhibit
         -----------             ----------------------

           99.1                  Press  release  dated  December  22, 2003.


                                      -2-





                                   SIGNATURES

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


                                    COGNIZANT TECHNOLOGY
                                    SOLUTIONS CORPORATION



                                    By: /s/ Gordon Coburn
                                        -------------------------------------
                                        Name:  Gordon Coburn
                                        Title: Executive Vice President, Chief
                                               Financial Officer, Treasurer and
                                               Secretary

Date: December 22, 2003