UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

Filed by the Registrant      |X|
Filed by a Party other than the Registrant   |_|

Check the appropriate box:
|X|  Preliminary Proxy Statement
|_|  Confidential,  for  Use of the  Commission Only
     (as permitted by Rule 14a-6(e)(2))
|_|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|_|  Soliciting Material Pursuant to ss.240.14a-12

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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                (Name of Registrant as Specified in Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666

                                          April [    ], 2004

To Our Stockholders:

      You are most  cordially  invited  to attend  the 2004  Annual  Meeting  of
Stockholders of Cognizant Technology  Solutions  Corporation at 10:00 a.m. local
time, on Wednesday,  May 26, 2004, at our  headquarters,  500 Glenpointe  Centre
West, Teaneck, New Jersey 07666.

      The Notice of Meeting and Proxy  Statement on the following pages describe
the matters to be presented at the meeting.

      It is important  that your shares be represented at this meeting to ensure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your shares represented by signing, dating and returning your
proxy in the  enclosed  envelope,  which  requires  no  postage if mailed in the
United States, as soon as possible. Your shares will be voted in accordance with
the instructions you have given in your proxy.

      Thank you for your continued support.

                                          Sincerely,



                                          Lakshmi Narayanan
                                          President and Chief Executive Officer





                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             To Be Held May 26, 2004

      The Annual Meeting of Stockholders (the "Meeting") of COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION, a Delaware corporation, will be held at our headquarters,
500 Glenpointe Centre West, Teaneck,  New Jersey on Wednesday,  May 26, 2004, at
10:00 a.m. local time, for the following purposes:

(1)   To elect two (2) Class I Directors to serve until the 2007 Annual  Meeting
      of Stockholders, or until their respective successors shall have been duly
      elected and qualified;

(2)   To amend our Restated  Certificate  of  Incorporation  to (i) increase the
      number of authorized  shares of our Class A Common Stock from  100,000,000
      shares to 325,000,000  shares and (ii) eliminate the  authorization of our
      Class B Common Stock;

(3)   To amend our 1999 Incentive  Compensation Plan, as amended (the "Incentive
      Plan"),  to (i)  increase  the maximum  number of shares of Class A Common
      Stock  reserved for issuance from  18,000,000 to 19,000,000  shares and to
      reserve  an  additional  1,000,000  shares  of  Class A Common  Stock  for
      issuance  upon the exercise of stock  options or for the issuance of other
      awards  granted under the Incentive  Plan,  (ii) provide that repricing of
      stock options may not occur without  stockholder  approval,  (iii) provide
      for minimum restriction  periods for stock based awards,  other than stock
      options,  (iv)  provide that stock  options may not be granted  below fair
      market value and (v) provide that all material amendments to the Incentive
      Plan shall be subject to stockholder approval;

(4)   To adopt our 2004 Employee Stock Purchase Plan;

(5)   To ratify the  appointment  of  PricewaterhouseCoopers  LLP as independent
      auditors for the year ending December 31, 2004; and

(6)   To transact such other business as may properly come before the Meeting or
      any adjournment or adjournments thereof.

      Holders of record of our Class A Common  Stock as of the close of business
on April 13, 2004 are entitled to notice of and to vote at the  Meeting,  or any
adjournment or adjournments  thereof.  A complete list of such stockholders will
be open to the examination of any stockholder at our principal executive offices
at 500  Glenpointe  Centre West,  Teaneck,  New Jersey 07666 for a period of ten
days prior to the  Meeting  and on the day of the  Meeting.  The  Meeting may be
adjourned  from time to time without  notice other than by  announcement  at the
Meeting.

      IT IS IMPORTANT THAT YOUR SHARES BE  REPRESENTED  REGARDLESS OF THE NUMBER
OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE  COMPLETE,  DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE.  THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM
AND SAVE US THE  EXPENSE OF FURTHER  SOLICITATION.  EACH  PROXY  GRANTED  MAY BE
REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED.
IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE  YOUR SHARES ARE  REGISTERED  IN
DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED
TO ASSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

                                          By Order of the Board of Directors


Teaneck, New Jersey                       Gordon Coburn
April [   ], 2004                         Secretary


             Our 2003 Annual Report accompanies the Proxy Statement.





                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666

                    ---------------------------------------
                                 PROXY STATEMENT
                    ---------------------------------------

      This Proxy Statement is furnished in connection  with the  solicitation by
the Board of Directors of Cognizant Technology Solutions  Corporation of proxies
to be voted at our Annual Meeting of Stockholders  to be held on Wednesday,  May
26, 2004 (the  "Meeting"),  at our  headquarters,  500  Glenpointe  Centre West,
Teaneck,  New  Jersey  at 10:00  a.m.  local  time,  and at any  adjournment  or
adjournments thereof. Holders of record of shares of Class A Common Stock, $0.01
par value  ("Class A Common  Stock"),  as of the close of  business on April 13,
2004,  will  be  entitled  to  notice  of and to  vote  at the  Meeting  and any
adjournment or adjournments  thereof.  As of that date, there were [ ] shares of
Class A Common Stock issued and  outstanding and entitled to vote. Each share of
Class A  Common  Stock  is  entitled  to one  vote on any  matter  presented  to
stockholders   at  the  Meeting.   Pursuant  to  our  Restated   Certificate  of
Incorporation  all the  outstanding  shares of Class B Common  Stock,  $0.01 par
value ("Class B Common Stock"),  automatically  converted into shares of Class A
Common Stock on February 20, 2003.  Accordingly,  as of the close of business on
April 13, 2004, there were no holders of record of our Class B Common Stock.

      In this Proxy  Statement,  "Cognizant",  "Company,"  "we," "us," and "our"
refer to Cognizant Technology Solutions Corporation.

      If proxies in the  accompanying  form are properly  executed and returned,
the  shares of Class A Common  Stock  represented  thereby  will be voted in the
manner  specified  therein.  If not otherwise  specified,  the shares of Class A
Common  Stock  represented  by the proxies will be voted (i) FOR the election of
the two (2)  Class I  Director  nominees;  (ii) FOR the  proposal  to amend  our
Restated  Certificate of  Incorporation to (A) increase the number of authorized
shares of our Class A Common Stock from 100,000,000 shares to 325,000,000 shares
and (B) eliminate the  authorization of our Class B Common Stock;  (iii) FOR the
proposal  to  amend  our 1999  Incentive  Compensation  Plan,  as  amended  (the
"Incentive  Plan"),  to (A)  increase  the  maximum  number of shares of Class A
Common Stock reserved for issuance from  18,000,000 to 19,000,000  shares and to
reserve an additional 1,000,000 shares of Class A Common Stock for issuance upon
the exercise of stock options or for the issuance of other awards  granted under
the Incentive  Plan,  (B) provide that  repricing of stock options may not occur
without  stockholder  approval,  (C) provide for minimum restriction periods for
stock based awards, other than stock options, (D) provide that stock options may
not be granted below fair market and (E) provide that all material amendments to
the  Incentive  Plan  shall be  subject to  stockholder  approval;  (iv) FOR the
proposal  to  adopt  our  2004  Employee   Stock  Purchase  Plan;  (v)  FOR  the
ratification  of the  appointment of  PricewaterhouseCoopers  LLP as independent
auditors for the year ending  December 31, 2004;  and (vi) in the  discretion of
the persons named in the enclosed form of proxy,  on any other  proposals  which
may properly come before the Meeting or any adjournment or adjournments thereof.
Any stockholder who has submitted a proxy may revoke it at any time before it is
voted,  by  written  notice  addressed  to and  received  by our  Secretary,  by
submitting a duly executed  proxy bearing a later date or by electing to vote in
person at the Meeting. The mere presence at the Meeting of the person appointing
a proxy does not, however, revoke the appointment.

      The presence,  in person or by proxy,  of holders of the shares of Class A
Common Stock having,  in the  aggregate,  a majority of the votes entitled to be
cast at the Meeting  shall  constitute  a quorum.  The  affirmative  vote by the
holders of a plurality of the shares of Class A Common Stock  represented at the
Meeting, is required for the election of Directors, provided a quorum is present
in person or by proxy.  The  affirmative  vote of a  majority  of the  shares of
outstanding  Class A Common Stock is required to amend our Restated  Certificate
of   Incorporation   to  increase  our  authorized   shares  and  eliminate  the
authorization  of our Class B Common Stock.  All actions  proposed  herein other
than the election of Directors and the amendment to our Restated  Certificate of
Incorporation, may be taken upon the affirmative vote of stockholders possessing
a majority  of the shares of Class A Common  Stock  represented  at the  Meeting
provided a quorum is present in person or by proxy.

      Abstentions are included in the shares present at the Meeting for purposes
of  determining  whether a quorum is present,  and are counted as a vote against
for purposes of  determining  whether a proposal is approved.  Broker  non-votes
(when shares are represented at the Meeting by a proxy  specifically  conferring
only limited  authority  to vote on certain  matters and no authority to vote on
other  matters)  are  included  in the  determination  of


                                     - 2 -



the number of shares  represented  at the  Meeting for  purposes of  determining
whether a quorum is present  but are not counted  for  purposes  of  determining
whether a proposal has been approved and thus have no effect on the outcome.

      This Proxy Statement,  together with the related proxy card and our Annual
Report to Stockholders for the year ended December 31, 2003, including financial
statements (the "Annual Report"),  is being mailed to all stockholders of record
as of April 13, 2004.  The mailing  date will be on or about April 28, 2004.  In
addition,  we have provided brokers,  dealers,  banks, voting trustees and their
nominees,  at our expense,  with additional  copies of the Annual Report so that
such record holders could supply such materials to beneficial owners as of April
13, 2004.


                                     - 3 -



                              ELECTION OF DIRECTORS

      At this  Meeting,  two Class I Directors  are to be elected to hold office
until the Annual  Meeting of  Stockholders  to be held in 2007,  or until  their
successors shall have been elected and qualified.

      We currently have six directors.  As set forth in our Restated Certificate
of  Incorporation,  the terms of office of the members of the Board of Directors
are  divided  into three  classes:  Class I, whose term will  expire at the 2004
Annual  Meeting of  Stockholders;  Class II,  whose term will expire at the 2005
Annual  Meeting of  Stockholders;  and Class III,  whose term will expire at the
2006 Annual Meeting of Stockholders.  Effective December 19, 2003, in connection
with his retirement,  Wijeyaraj (Kumar) Mahadeva resigned as a Class I member of
our Board of  Directors.  The  remaining  members of the Board  elected  Lakshmi
Narayanan  as a Class I Director,  filling the vacancy on the Board.  Therefore,
the current  Class I  Directors  are Lakshmi  Narayanan  and John E. Klein,  the
current  Class II  Directors  are Robert W. Howe and Robert E.  Weissman and the
current  Class III Directors are Venetia  Kontogouris  and Thomas M. Wendel.  At
each Annual Meeting of  Stockholders,  the  successors to directors  whose terms
then expire will be elected to serve from the time of election and qualification
until the third annual meeting following election. If the number of directors is
changed,  any increase or decrease shall be apportioned  among the classes so as
to maintain  the number of  directors in each class as nearly equal as possible,
and any  additional  director  of any  class  elected  to  fill a newly  created
directorship  resulting  from an  increase in such class shall hold office for a
term that shall coincide with the remaining  term of that class,  but in no case
shall a decrease  in the number of  directors  remove or shorten the term of any
incumbent  director.  This classification of our Board of Directors may have the
effect of delaying or preventing changes in control or management of Cognizant.

      All Directors  hold office until the expiration of their  respective  term
and until their  successors are duly elected and qualified.  There are no family
relationships among any of our executive officers, Directors and key employees.

      It is the  intention of the persons named in the enclosed form of proxy to
vote the shares of Class A Common Stock  represented  thereby,  unless otherwise
specified in the proxy, for the election as Directors of the persons whose names
and biographies  appear below.  Except as noted below,  all of the persons whose
names and  biographies  appear below are at present our Directors.  In the event
any of the nominees should become  unavailable or unable to serve as a Director,
it is intended  that votes will be cast for a substitute  nominee  designated by
the Board of Directors. The Board of Directors has no reason to believe that the
nominees  named will be unable to serve if  elected.  Each of the  nominees  has
consented to being named in this Proxy Statement and to serve if elected.

      NOMINEES  FOR CLASS I  DIRECTORS  (TERMS  TO  EXPIRE AT THE 2007  ANNUAL
MEETING)

      The current  members of the Board of Directors  who are also  nominees for
election to the Board as Class I Directors are as follows:

                           Served as a       Positions with
Name                Age    Director Since    Cognizant
----                ---    --------------    --------------

Lakshmi Narayanan    51        2003          President, Chief Executive Officer
                                             and Director

John E. Klein        62        1998          Chairman of the Board and Director

      The principal  occupations and business experience,  for at least the past
five years, of each nominee are as follows:

      LAKSHMI  NARAYANAN was elected Chief  Executive  Officer in December 2003.
Mr. Narayanan continues to serve as our President,  a position he has held since
his election in March 1998. Mr. Narayanan joined our Indian  subsidiary as Chief
Technology  Officer in 1994 and was  elected  President  of such  subsidiary  on
January 1, 1996.  Prior to joining us, from 1975 to 1994, Mr.  Narayanan was the
regional head of Tata  Consultancy  Services,  a large  consulting  and software
services  company  located in India.  Mr.  Narayanan holds a Bachelor of Science
degree,  a Master of  Science  degree  and a Master of  Business  Administration
degree from the Indian Institute of Science.


                                     - 4 -



      JOHN E.  KLEIN was  elected  to the Board of  Directors  in March 1998 and
elected  to serve as our  Chairman  of the Board in  December  2003.  Mr.  Klein
currently serves as President and Chief Executive  Officer of Polarex,  Inc., an
organization  providing  executive  support to software and services  companies,
where he has been  employed  since 1999.  Prior to that,  Mr. Klein held various
positions at various  companies,  including MDIS Group PLC a UK listed  software
and services company.  In addition,  Mr. Klein also served as Chairman of Glovia
International  and  PRO  IV  Limited,   two  enterprise  software  and  services
companies.  Prior to 1995,  Mr.  Klein  was a Vice  President  for both  Digital
Equipment and IBM.  Since June 2000,  Mr. Klein has also served as a director of
privately-held  Questra  Corporation,  an enterprise software company. Mr. Klein
holds a Bachelor of Science degree from the U.S.  Merchant  Marine Academy and a
Master of Business Administration degree from New York University.

      OUR BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR CLASS I DIRECTOR.

      Continuing Members of the Board of Directors
      --------------------------------------------

      CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2005 ANNUAL MEETING)

      The current  members of the Board of Directors  who are Class II Directors
are as follows:

                           Served as a       Positions with
Name                Age    Director Since    Cognizant
----                ---    --------------    --------------

Robert W. Howe       57        1999          Director

Robert E. Weissman   63        2001          Director

      The principal  occupations and business experience,  for at least the past
five years, of each Class II Director are as follows:

      ROBERT W. HOWE was elected to the Board of  Directors  in April 1999.  Mr.
Howe  currently  serves as Chairman of the Board of Directors  of ADS  Financial
Services  Solutions,  a position he has held since January  1994.  From February
1994 to  December  2003,  Mr.  Howe  served as Chief  Executive  Officer  of ADS
Financial  Services.  From  March  1980 to  January  1994,  Mr.  Howe  served as
President of ADS Financial Services Solutions. Mr. Howe holds a Bachelor of Arts
degree from Boston College.

      ROBERT E. WEISSMAN was elected to the Board of Directors in May 2001.  Mr.
Weissman  retired in January  2001 after nearly  thirty  years  serving as Chief
Executive Officer for several public corporations.  Most recently,  Mr. Weissman
was Chairman of IMS Health, a provider of information to the  pharmaceutical and
healthcare industries. He served as both Chairman and Chief Executive Officer of
IMS Health  until March of 1999.  Prior to his  position  with IMS  Health,  Mr.
Weissman was Chairman and Chief Executive  Officer of Cognizant  Corporation and
prior to that, was Chairman and Chief Executive  Officer of The Dun & Bradstreet
Corporation.  Prior to his election as Chairman and Chief  Executive  Officer of
Dun & Bradstreet,  he held the position of President and Chief Operating Officer
of that company since 1985.  Mr.  Weissman  joined Dun & Bradstreet in May 1979,
when D&B acquired National CSS, a computer time-sharing company, of which he was
President and Chief Executive  Officer.  Since his retirement,  Mr. Weissman has
been active as a Principal in Shelburne  Partners,  a private investment company
that works with emerging companies in the United States and Europe. Mr. Weissman
is a Director of State Street Corporation and Pitney Bowes, Inc. and a member of
the Advisory Board for Broadview  Capital,  a venture capital firm. Mr. Weissman
graduated  from Babson College in 1964. He serves on Babson's Board of Trustees,
and received an honorary Doctor of Laws degree from Babson in 1995.


                                     - 5 -



      CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2006 ANNUAL MEETING)

      The current  members of the Board of Directors who are Class III Directors
are as follows:

                           Served as a       Positions with
Name                Age    Director Since    Cognizant
----                ---    --------------    --------------

Venetia Kontogouris  53        1997          Director

Thomas M. Wendel     67        2001          Director

      The principal  occupations and business experience,  for at least the past
five years, of each Class III Director are as follows:

     VENETIA KONTOGOURIS was elected to our Board of Directors in December 1997.
Ms.  Kontogouris is currently  Managing  Director of Trident Capital,  a venture
capital firm.  Prior to joining Trident  Capital in March 1999, Ms.  Kontogouris
was  President of Enterprise  Associates,  Inc., a subsidiary of IMS Health from
1989 to 1999. Prior to joining Enterprise Associates,  Inc., Ms. Kontogouris was
Vice President of New Product  Development for The Dun & Bradstreet  Corporation
from 1985 to 1989.  Before  working  at The Dun &  Bradstreet  Corporation,  Ms.
Kontogouris  held various  sales and  marketing  positions at IBM and AT&T.  Ms.
Kontogouris serves on the board of directors of several private  companies.  Ms.
Kontogouris holds a Bachelor of Arts degree from  Northeastern  University and a
Master of Business Administration degree and a Master in International Relations
degree from the University of Chicago.

      THOMAS M. WENDEL was elected to the Board of  Directors  in June 2001.  In
July 2000, Mr. Wendel retired as the Chairman of the Board,  President and Chief
Executive Officer of Bridge Information Systems, a global financial information,
transaction services,  and network services company.  Prior to joining Bridge in
1995, Mr. Wendel was founding  President and Chief Executive  Officer of Liberty
Brokerage  Inc., a major US government  securities  brokerage  firm.  Mr. Wendel
previously  served in various positions at Paine Webber,  Inc.,  including Chief
Financial  Officer,  Executive  Vice President and Managing  Director.  Prior to
joining  Paine Webber in 1982,  Mr.  Wendel was Senior Vice  President and Chief
Financial Officer of Pan American World Airways.  Mr. Wendel holds a Bachelor of
Science  degree  in  Mathematics  from  Ursinus  College,  a  Master  of Arts in
Economics from San Jose State College,  and a Master in Business  Administration
from the University of Santa Clara.


                                     - 6 -



                              CORPORATE GOVERNANCE

GENERAL

      We believe that good  corporate  governance is important to ensure that we
are managed for the long-term benefit of our stockholders. During the past year,
we have continued to review our corporate  governance policies and practices and
to  compare  them  to  those  suggested  by  various  authorities  in  corporate
governance and the practices of other public  companies.  We have also continued
to review the provisions of the Sarbanes-Oxley Act of 2002, the new and proposed
rules of the Securities and Exchange Commission and the new listing standards of
the NASDAQ National Market.

      Based on this  review,  in March  2004,  our  Board of  Directors  adopted
Corporate  Governance  Guidelines,  a Code of Business  Conduct and Ethics and a
charter for our Nominating and Corporate Governance Committee. In March 2004, we
also amended and  restated  charters for our Audit  Committee  and  Compensation
Committee.  You can access our current  committee  charters and Code of Business
Conduct  and  Ethics  in the  "About  Us"  section  of our Web site  located  at
www.cognizant.com  or by  writing  to  our  Secretary  at  our  offices  at  500
Glenpointe Centre West, Teaneck, New Jersey 07666.

DETERMINATION OF INDEPENDENCE

      Under NASDAQ rules that become  applicable to us on the date of the annual
meeting,  a director will only qualify as an  "independent  director" if, in the
opinion of our Board of  Directors,  that  person  does not have a  relationship
which would interfere with the exercise of independent  judgment in carrying out
the  responsibilities of a director.  Our Board of Directors has determined that
none of Robert Howe, Thomas Wendel,  John Klein,  Venetia  Kontogouris or Robert
Weissman  has  a  relationship  which  would  interfere  with  the  exercise  of
independent judgment in carrying out the responsibilities of a director and that
each of these  directors  is an  "independent  director"  as defined  under Rule
4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules.

DIRECTOR CANDIDATES

      The process to be  followed by the  Nominating  and  Corporate  Governance
Committee to identify and evaluate director candidates shall include requests to
Board  members  and others for  recommendations,  meetings  from time to time to
evaluate biographical  information and background material relating to potential
candidates and interviews of selected candidates by members of the Committee and
the Board.

      In considering whether to recommend any particular candidate for inclusion
in the Board's  slate of  recommended  director  nominees,  the  Nominating  and
Corporate  Governance  Committee  will  apply  the  criteria  set  forth  in our
Corporate  Governance   Guidelines.   These  criteria  include  the  candidate's
integrity, business acumen, knowledge of our business and industry,  experience,
diligence,  conflicts of interest and the ability to act in the interests of all
stockholders.  The  Committee  does not assign  specific  weights to  particular
criteria and no  particular  criterion is a  prerequisite  for each  prospective
nominee.  We believe that the backgrounds and  qualifications  of our directors,
considered as a group,  should provide a composite mix of experience,  knowledge
and abilities that will allow the Board to fulfill its responsibilities.

      Stockholders  may recommend  individuals  to the  Nominating and Corporate
Governance  Committee  for  consideration  as potential  director  candidates by
submitting their names, together with appropriate  biographical  information and
background  materials and a statement as to whether the  stockholder or group of
stockholders  making the  recommendation  has beneficially owned more than 5% of
Class A Common Stock for at least a year as of the date such  recommendation  is
made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary,
Cognizant Technology Solutions Corporation, 500 Glenpointe Centre West, Teaneck,
New Jersey 07666. Assuming that appropriate biographical and background material
has  been   provided  on  a  timely   basis,   the   Committee   will   evaluate
stockholder-recommended  candidates by following substantially the same process,
and  applying  substantially  the same  criteria,  as it follows for  candidates
submitted by others.

COMMUNICATIONS FROM STOCKHOLDERS

      The Board will give appropriate  attention to written  communications that
are  submitted  by  stockholders,  and will respond if and as  appropriate.  Our
Secretary and Chairman of the Board, with the assistance of our General


                                     - 7 -



Counsel,   are  primarily   responsible  for  monitoring   communications   from
stockholders  and for  providing  copies or summaries to the other  directors as
they consider appropriate.

      Under  procedures  approved  by a majority of the  independent  directors,
communications  are  forwarded  to all  directors  if they  relate to  important
substantive  matters and include  suggestions or comments that our Secretary and
Chairman of the Board  consider to be important  for the  directors to know.  In
general, communications relating to corporate governance and long-term corporate
strategy  are more  likely  to be  forwarded  than  communications  relating  to
ordinary business affairs,  personal  grievances and matters as to which we tend
to receive repetitive or duplicative communications.

      Stockholders who wish to send  communications  on any topic to the Board
should address such  communications  to the Board of Directors by emailing the
Board     of     Directors     at     the     following     email     address:
corporategovernance@cognizant.com;  or in writing:  c/o  Corporate  Secretary,
Cognizant  Technology  Solutions  Corporation,   500  Glenpointe  Centre  West
Teaneck, New Jersey 07666.

CODE OF BUSINESS CONDUCT AND ETHICS

      We have adopted a written Code of Business Conduct and Ethics that applies
to our  Directors,  officers and  employees,  including our principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions. We have posted the Code of
Business   Conduct   and   Ethics  on  our  Web  site,   which  is   located  at
www.cognizant.com.  In  addition,  we  intend  to  post  on  our  Web  site  all
disclosures  that are required by law or NASDAQ stock market  listing  standards
concerning  any  amendments  to, or waivers  from,  any provision of our Code of
Business Conduct and Ethics.

ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS

      There  were 11  meetings  of the  Board of  Directors  during  2003.  Each
Director  attended at least 75% of the aggregate of all meetings of the Board of
Directors held during the period in which he or she served as a Director and the
total number of meetings  held by the committee on which he or she served during
the period, if applicable.

      Our  Corporate  Governance  Guidelines  adopted in March 2004 provide that
directors are expected to attend the annual meeting of stockholders. None of our
directors attended the 2003 Annual Meeting of Stockholders.

COMMITTEES OF THE BOARD

      The Board of Directors has established  three standing  committees - Audit
Committee,  Compensation  Committee  and  Nominating  and  Corporate  Governance
Committee - each of which operates under a charter that has been approved by our
Board of Directors. Current copies of each committee's charter are posted on the
"About Us" section of our Web site www.cognizant.com. In addition, a copy of the
Audit Committee  charter,  as in effect on the date of this proxy statement,  is
attached hereto as Appendix A.

      The Board of Directors has  determined  that all of the members of each of
the Board's three standing  committees are  independent as defined under the new
rules of the NASDAQ Stock Market that become applicable to us on the date of the
2004  Annual  Meeting,  including,  in the  case  of all  members  of the  Audit
Committee,  the independence  requirements  contemplated by Rule 10A-3 under the
Securities  Exchange Act of 1934.  In addition,  all of the members of the Audit
Committee  are  independent  as defined by the rules of the NASDAQ  Stock Market
that apply to us until the date of the 2004 Annual Meeting.

      Audit Committee
      ---------------

      Our Audit Committee's responsibilities include:

            o     appointing,  approving the  compensation of, and assessing the
                  independence of our independent auditor;

            o     overseeing  the  work of our  independent  auditor,  including
                  through the receipt and  consideration of certain reports from
                  independent auditors;


                                     - 8 -



            o     reviewing and discussing  with  management and the independent
                  auditors our annual and  quarterly  financial  statements  and
                  related disclosures;

            o     monitoring  our  internal  control over  financial  reporting,
                  disclosure  controls  and  procedures  and  code  of  business
                  conduct and ethics;

            o     discussing and assessing our risk management policies;

            o     establishing  policies  regarding  hiring  employees  from the
                  independent   auditor  and  procedures  for  the  receipt  and
                  retention of accounting related complaints and concerns;

            o     meeting   independently  with  our  independent  auditors  and
                  management; and

            o     preparing  the audit  committee  report  required by SEC rules
                  (which is included on page 10 of this proxy statement).

      Pursuant to the Audit Committee Charter,  the Audit Committee has reviewed
and discussed the audited  financial  statements for the year ended December 31,
2003 with our  management  and  independent  auditors.  Additionally,  the Audit
Committee has discussed with the  independent  auditors the matters  required by
Statement of Auditing Standards ("SAS") 61, has received the written disclosures
and the  letter  from the  independent  auditors  required  by the  Independence
Standards Board Standard No. 1 and has discussed with the  independent  auditors
the  independent  auditors'  independence.  Based in part on the foregoing,  the
Audit  Committee  recommended  to the  Board of  Directors  that  the  financial
statements  as  of  and  for  the  year  ended  December  31,  2003  audited  by
PricewaterhouseCoopers  LLP be included in our Annual Report on  Securities  and
Exchange Commission (the "SEC") Form 10-K.

      The Board of Directors has  determined  that Thomas M. Wendel is an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K.

      The members of the Audit  Committee  are Messrs.  Howe,  Klein and Wendel.
During 2003,  Messrs.  Howe, Klein and Wendel were the only members of the Audit
Committee.  The Audit  Committee  was  established  in 1998 and met seven  times
during  2003.  It is  anticipated  that Mr.  Klein,  if  elected to the Board of
Directors by our stockholders, will continue to serve on the Audit Committee.

      Compensation Committee
      ----------------------

      Our Compensation Committee,  which is comprised of Messrs. Howe, Klein and
Weissman,  is  responsible  for the  administration  of all salary and incentive
compensation  plans for our officers and key employees,  including  bonuses.  In
addition, our Compensation Committee has the following principal duties:

            o     annually   reviewing   and  approving   corporate   goals  and
                  objectives relevant to CEO compensation;

            o     determining the CEO's compensation;

            o     reviewing  and  approving,  or making  recommendations  to the
                  Board with respect to, the compensation of our other executive
                  officers;

            o     overseeing an evaluation of our senior executives;

            o     overseeing  and  administering  our cash and equity  incentive
                  plans; and

            o     reviewing and making recommendations to the Board with respect
                  to director compensation.

      The  Compensation  Committee  also  administers  our stock  option  plans,
including the Incentive  Plan, and  establishes  the terms and conditions of all
stock  options  granted  thereunder.   The  Compensation   Committee  will  also
administer   our  2004  Employee   Stock   Purchase  Plan  if  approved  by  the
stockholders.  During 2003, the



                                     - 9 -



Compensation  Committee was comprised of Messrs.  Howe and Klein. In March 2004,
Mr.  Weissman  was  appointed  to  serve  on  the  Compensation  Committee.  The
Compensation Committee met one time during 2003.

      Nominating and Corporate Governance Committee
      ---------------------------------------------

      In March 2004,  our Board of  Directors  established  a  Nominating  and
Corporate Governance Committee.  Its  responsibilities include:

            o     identifying individuals qualified to become Board members;

            o     recommending  to the Board the  persons  to be  nominated  for
                  election as directors and to each of the Board's committees;

            o     reviewing and making recommendations to the Board with respect
                  to management succession planning;

            o     developing and recommending to the Board corporate  governance
                  principles; and

            o     overseeing an annual evaluation of the Board.

      The members of the  Nominating  and Corporate  Governance  Committee are
Messrs. Howe, Klein, Wendel and Weissman and Ms. Kontogouris.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

      The Audit Committee has furnished the following report:

To the Board of Directors of Cognizant Technology Solutions Corporation:

      The Audit  Committee of our Board of  Directors  is currently  composed of
three members and acts under a written charter first adopted and approved on May
17, 2000.  The members of the Audit  Committee  are  independent  directors,  as
defined in its  charter  and the rules of the  NASDAQ  Stock  Market.  The Audit
Committee held seven meetings during 2003.

      Management is responsible for the  preparation of the Company's  financial
statements  and for  maintaining an adequate  system of disclosure  controls and
procedures and internal control over financial  reporting for that purpose.  Our
independent  auditors are responsible for conducting an independent audit of our
annual  financial  statements in accordance with generally  accepted  accounting
principles  and  issuing  a report  on the  results  of their  audit.  The Audit
Committee is responsible for providing independent, objective oversight of these
processes.

      The  Audit  Committee  has  reviewed  the  Company's   audited   financial
statements for the fiscal year ended  December 31, 2003 and has discussed  these
financial  statements with management and our  independent  auditors.  The Audit
Committee has also received from, and discussed with, our  independent  auditors
various  communications that our independent auditors are required to provide to
the Audit Committee, including the matters required to be discussed by Statement
on Auditing Standards 61 (Communication with Audit Committees).  SAS 61 requires
our  independent  auditors  to discuss  with the Audit  Committee,  among  other
things, the following:

            -     methods used to account for significant unusual transactions;

            -     the effect of significant accounting policies in controversial
                  or emerging  areas for which there is a lack of  authoritative
                  guidance or consensus;

            -     the process used by  management  in  formulating  particularly
                  sensitive accounting estimates and the basis for the auditors'
                  conclusions  regarding the  reasonableness of those estimates;
                  and

            -     disagreements   with   management   over  the  application  of
                  accounting principles,  the basis for management's  accounting
                  estimates and the disclosures in the financial statements.


                                     - 10 -



      Our  independent  auditors  also  provided  the Audit  Committee  with the
written  disclosures  and the letter  required by  Independence  Standards Board
Standard No. 1 (Independence  Discussions with Audit  Committees).  Independence
Standards Board Standard No. 1 requires auditors annually to disclose in writing
all relationships that, in the auditor's professional opinion, may reasonably be
thought to bear on independence, confirm their perceived independence and engage
in a discussion of independence. In addition, the Audit Committee discussed with
the independent auditors their independence from Cognizant.  The Audit Committee
also  considered  whether the independent  auditors'  provision of certain other
non-audit  related  services to us is compatible with maintaining such auditors'
independence.

      Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and the
independent auditors,  the Audit Committee recommended to our Board of Directors
that the audited  financial  statements be included in our Annual Report on Form
10-K for the year ended December 31, 2003.

                                          By the Audit  Committee of the Board
                                          of Directors of
                                          Cognizant    Technology    Solutions
                                          Corporation

                                          Robert W. Howe
                                          John E. Klein
                                          Thomas M. Wendel

INDEPENDENT AUDITORS FEES AND OTHER MATTERS

      The following table summarizes the fees of PricewaterhouseCoopers LLP, our
independent  auditor,  billed  to us for each of the last two  fiscal  years for
audit  services  and billed to us in each of the last two fiscal years for other
services:

     Fee Category                  2003           2002
     --------------------       ----------      ---------
     Audit Fees..........       $  565,500      $720,000
     Audit-Related Fees..          312,500        68,900
     Tax Fees ...........          145,500       161,100
     All Other Fees......               --        25,400
                                ----------      --------
     Total Fees..........       $1,023,500      $975,400
                                ==========      ========

      For 2003,  $866,600 of the total fees was billed as of December  31, 2003.
For 2002, $559,800 of the total fees billed was billed as of December 31, 2002.

      Audit Fees
      ----------

      Audit fees consist of fees for the audit of our financial statements,  the
review of the interim financial  statements included in our quarterly reports on
Form 10-Q, services rendered in connection with SEC registration  statements and
other professional services provided in connection with statutory and regulatory
filings or engagements.

      Audit-Related Fees
      ------------------

      Audit-related fees consist of fees for assurance and related services that
are  reasonably  related to the  performance  of the audit and the review of our
financial  statements  and which are not  reported  under  "Audit  Fees."  These
services relate to employee benefit audits, due diligence related  acquisitions,
accounting   consultations   and  audits  in   connection   with   acquisitions,
consultations  related to internal  control and the Sarbanes  Oxley Act,  attest
services  that are not  required  by statute  or  regulation  and  consultations
concerning financial accounting and reporting standards.


                                     - 11 -



      Tax Fees
      --------

      Tax fees consist of fees for tax  compliance,  tax advice and tax planning
services.  Tax compliance services,  which relate to preparation of original tax
returns and VAT registrations,  accounted for $25,700 of the total tax fees paid
for 2003 and  $28,200  of the total tax fees paid for 2002.  Tax  advice and tax
planning  services  relate  to  preparation  of  transfer  pricing  studies  and
consultations on various domestic and international tax matters.

      All Other Fees
      --------------

      There were no fees to report in this category for 2003. In 2002,  the fees
reported in this category consist of IT security reviews.

      Audit Committee Pre-Approval Policy and Procedures
      --------------------------------------------------

      The Audit  Committee has adopted  policies and procedures  relating to the
approval of all audit and  non-audit  services  that are to be  performed by our
independent auditor.  This policy generally provides that we will not engage our
independent  auditor to render audit or non-audit services unless the service is
specifically  approved in advance by the Audit  Committee or the  engagement  is
entered into pursuant to one of the pre-approval procedures described below.

      From time to time, the Audit Committee may pre-approve  specified types of
services  that are  expected  to be provided  to us by our  independent  auditor
during  the  next  12  months.  Any  such  pre-approval  is  detailed  as to the
particular  service or type of  services to be  provided  and is also  generally
subject to a maximum dollar amount.

      The Audit  Committee has also  delegated to Thomas M. Wendel the authority
to  approve  any  audit  or  non-audit  services  to be  provided  to us by  our
independent auditor. Any approval of services by a member of the Audit Committee
pursuant to this  delegated  authority is reported on at the next meeting of the
Audit   Committee.   During   2003,   no  services   were   provided  to  us  by
PricewaterhouseCoopers LLP or any other accounting firm other than in accordance
with the pre-approval policies and procedures described above.


                                     - 12 -



COMPENSATION OF DIRECTORS

      Directors who are our employees or employees of our  subsidiaries  receive
no cash remuneration for serving as Directors.  All other non-employee Directors
receive an annual retainer of $20,000 for attendance at meetings of the Board of
Directors (no additional fees are paid for attendance at non-committee  meetings
of the Board of  Directors)  and  $1,500  for  attendance  at each  meeting of a
committee of the Board of Directors or $2,000 for  attendance at each meeting of
a committee  of the Board of  Directors  if serving as the  chairperson  of such
committee  meeting.  All Directors who are not our employees or employees of our
subsidiaries  are eligible to participate in our  Non-Employee  Directors' Stock
Option Plan (the "Director  Plan") and,  effective as of May 1999, the Incentive
Plan.

      The Director  Plan became  effective  in December  1997 and was amended in
March 1998. The aggregate  number of shares of Class A Common Stock reserved for
issuance under the Director Plan is 429,000 shares.  The Director Plan, which is
administered  by the  Compensation  Committee,  provides  for  the  issuance  of
non-qualified  stock  options to purchase up to 90,000  shares of Class A Common
Stock in any year to any of our Directors who is not our employee or an employee
of one of our subsidiaries.  Subject to the provisions of the Director Plan, the
Compensation  Committee  has the  authority to interpret  the  provisions of the
Director Plan, and to determine the persons to whom options will be granted, the
number of shares to be covered by each option and the terms and conditions  upon
which an option may be granted.  The option price for options  granted under the
Director  Plan shall be  determined  by the  Compensation  Committee  and may be
granted at an exercise price greater than, less than or equal to the fair market
value of the underlying  shares on the date of grant.  Options granted under the
Director  Plan  become  exercisable  as to 50% on each of the first  and  second
anniversaries  of the date of initial grant.  Options granted under the Director
Plan expire after 10 years, are nontransferable  and, with certain exceptions in
the event of a death of a  participant,  may be exercised  by the optionee  only
during  service.  In  the  event  of an  optionee's  death  or  disability,  the
unexercised  portion of an option immediately vests in full and may be exercised
until (i) the earlier of the  remaining  stated term of the option or five years
after the date of death with respect to a  termination  due to death or (ii) the
earlier of the remaining  stated term of the option and the longer of five years
after the date of  termination  due to  disability or one year after the date of
death,  in the  case  of a  termination  due to  disability.  In the  case  of a
termination for any other reason,  the  unexercised  portion of an option may be
exercised for the period ending ninety days after  termination,  but only to the
extent such option was exercisable at the time of termination.

      The Incentive Plan became  effective in May 1999. The aggregate  number of
shares  of Class A Common  Stock  currently  reserved  for  issuance  under  the
Incentive Plan is 18,000,000. The purpose of the Incentive Plan is to (i) aid us
in  motivating  certain  employees,   non-employee   directors  and  independent
contractors to put forth maximum  efforts  toward the our growth,  profitability
and success;  and (ii) provide  incentives  which will attract and retain highly
qualified  individuals as employees and non-employee  directors and to assist in
aligning the interests of such employees and  non-employee  directors with those
of our  stockholders.  Pursuant to the Incentive Plan, awards may be stock-based
or payable in cash.  Subject to  adjustment,  for among other things,  a merger,
consolidation,   reorganization,   stock  split,  or  other  change  in  capital
structure,  an individual is limited to a maximum of 4,500,000 shares during the
life of the Incentive Plan. Additionally, the maximum dollar amount paid in cash
to any  individual  during the life of the Incentive  Plan is  $10,000,000.  The
Incentive  Plan  terminates on April 13, 2009,  unless sooner  terminated by the
Board of  Directors.  The Incentive  Plan is  administered  by the  Compensation
Committee.  Subject to the provisions of the Incentive  Plan,  the  Compensation
Committee has the authority,  among other things,  to determine  eligibility for
participation,  determine eligibility for and the type and size of awards, issue
administrative  guidelines  and make rules as an aid to administer the Incentive
Plan,  grant waivers of terms,  conditions,  restrictions  and  limitations  and
accelerate the vesting of any award. Several types of awards are provided for by
the Incentive Plan. The awards may be measured in stock or in cash. An award may
be designated as a stock option,  stock  appreciation  right, stock award, stock
unit, performance share,  performance unit or cash. Generally,  all awards under
the Incentive Plan are nontransferable  except by will or in accordance with the
laws of descent and distribution.  Stock options and stock  appreciation  rights
are exercisable only by the grantee during his or her lifetime. The Compensation
Committee,  in its discretion,  may permit the transferability of a stock option
(other  than an  incentive  stock  option) by a grantee to members of his or her
immediate  family or trusts or other  similar  entities  for the benefit of such
person.  Upon the  occurrence  of a change in  control  of us, as defined in the
Incentive  Plan, with certain  exceptions,  the  Compensation  Committee has the
discretion  to,  among  other  things,  accelerate  the  vesting  and  payout of
outstanding  awards or provide  that an award be  assumed  by the  entity  which
acquires  control of us or be substituted by a similar award under such entity's
compensation plan.


                                     - 13 -



      During 2003,  the  following  Directors  were granted  options to purchase
shares of Class A Common Stock under the Incentive Plan.

                            Number of
                         Shares Underlying
                             Options                              Exercise Price
Director                    Granted(1)        Grant Date           Per Share (1)
--------------------     -----------------    ----------          --------------
Lakshmi Narayanan...       255,000             2/5/2003             $20.23
Robert W. Howe......        10,000             5/9/2003             $18.43
John E. Klein.......        10,000             5/9/2003             $18.43
Venetia Kontogouris.        10,000             5/9/2003             $18.43
Robert E. Weissman..        10,000             5/9/2003             $18.43
Thomas M. Wendel....        10,000             5/9/2003             $18.43

----------

(1)  Such numbers have been adjusted to reflect a three-for-one stock split that
     occurred on April 1, 2003.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), requires our Directors, Executive Officers and Stockholders who
beneficially own more than 10% of any class of our equity securities  registered
pursuant  to  Section  12 of the  Exchange  Act  (collectively,  the  "Reporting
Persons") to file initial  statements of beneficial  ownership of securities and
statements of changes in beneficial  ownership of securities with respect to our
equity  securities  with the SEC.  All  Reporting  Persons  are  required by SEC
regulation to furnish us with copies of all reports that such Reporting  Persons
file with the SEC pursuant to Section  16(a).  Except as set forth below,  based
solely on our review of the copies of such forms received by us and upon written
representations  of the Reporting  Persons received by us, we believe that there
has been  compliance  with all Section 16(a) filing  requirements  applicable to
such Reporting Persons.

      Each of Robert Howe, Thomas Wendel,  John Klein,  Venetia  Kontogouris and
Robert  Weissman  failed to timely  file a Form 4 with  respect  to the grant of
stock options on May 9, 2003. These  transactions were reported late on a Form 4
dated July 30, 2003 for Mr. Howe,  and Forms 4 dated August 1, 2003, for Messrs.
Wendel, Klein and Weissman, and Ms. Kontogouris. In addition,  Wijeyaraj (Kumar)
Mahadeva  failed to timely  file a Form 4 with  respect  to the  exercise  of an
employee stock option on July 7, 2003. This transaction was reported on a Form 4
on July 14, 2003.


                                     - 14 -



                               EXECUTIVE OFFICERS

      The following table identifies our current executive officers:

                                  Capacities in                    In Current
Name                       Age    Which Served                  Position Since
----                       ---    -------------                 --------------

Lakshmi Narayanan(1)....    51    President and Chief               2003
                                  Executive Officer

Francisco D'Souza(2)....    35    Chief Operating Officer           2003
Gordon Coburn(3)........    40    Executive  Vice  President,       2003
                                  Chief  Financial   Officer,
                                  Treasurer and Secretary
Ramakrishnan
Chandrasekaran(4).......    47    Executive  Vice President &       2004
                                  Managing Director

----------

(1)   Lakshmi  Narayanan was elected Chief  Executive  Officer in December 2003.
      Mr. Narayanan continues to serve as our President,  a position he has held
      since  his  election  in March  1998.  Mr.  Narayanan  joined  our  Indian
      subsidiary as Chief Technology  Officer in 1994 and was elected  President
      of such  subsidiary on January 1, 1996.  Prior to joining us, from 1975 to
      1994, Mr. Narayanan was the regional head of Tata Consultancy  Services, a
      large  consulting  and software  services  company  located in India.  Mr.
      Narayanan holds a Bachelor of Science  degree,  a Master of Science degree
      and a Master of Business  Administration  degree from the Indian Institute
      of Science.

(2)   Francisco  D'Souza was elected Chief  Operating  Officer in December 2003.
      Prior to that,  from  November  1999 to  December  2003,  he served as our
      Senior Vice President, North American Operations and Business Development.
      From March 1998 to November 1999, he served as our Vice  President,  North
      American  Operations and Business  Development  and as our  Director-North
      American Operations and Business Development from June 1997 to March 1998.
      From January 1996 to June 1997, Mr. D'Souza was engaged as our consultant.
      From February 1995 to December  1995,  Mr. D'Souza was employed as Product
      Manager at Pilot Software. Between 1992 and 1995, Mr. D'Souza held various
      marketing,  business development and technology  management positions as a
      Management Associate at The Dun & Bradstreet Corporation. While working at
      The Dun & Bradstreet  Corporation,  Mr.  D'Souza was part of the team that
      established the software development and maintenance business conducted by
      us. Mr.  D'Souza holds a Bachelor of Business  Administration  degree from
      the University of East Asia and a Master of Business Administration degree
      from Carnegie-Mellon University.

(3)   Gordon Coburn was elected  Executive  Vice President in December 2003. Mr.
      Coburn  continues to serve as our Chief Financial  Officer,  Treasurer and
      Secretary,  positions he has held since March 1998.  From November 1999 to
      December 2003, he served as our Senior Vice  President.  He previously was
      our Vice President from 1996 to November 1999. Mr. Coburn served as Senior
      Director - Group  Finance &  Operations  for  Cognizant  Corporation  from
      November 1996 to December 1997. From 1990 to October 1996, Mr. Coburn held
      key financial positions with The Dun & Bradstreet Corporation.  Mr. Coburn
      holds a Bachelor of Arts degree from Wesleyan  University  and a Master of
      Business  Administration  degree  from the Amos Tuck  School at  Dartmouth
      College.

(4)   Ramakrishnan  Chandrasekaran  was elected  Executive  Vice  President  and
      Managing  Director in January 2004.  Prior to that,  from November 1999 to
      January 2004, he served as our Senior Vice President  responsible  for the
      independent software vendor relationships, key alliances, capacity growth,
      process  initiatives,  business  development  and offshore  delivery.  Mr.
      Chandrasekaran  joined us as Assistant  Vice  President in December  1994,
      before   getting   promoted  to  Vice   President  in  January  1997.  Mr.
      Chandrasekaran  has more  than 20 years of  experience  working  in the IT
      services  industry.  Prior to joining us, Mr.  Chandrasekaran  worked with
      Tata  Consultancy   Services.   Mr.   Chandrasekaran  holds  a  Mechanical
      Engineering degree and Master of Business  Administration  degree from the
      Indian Institute of Management.


                                     - 15 -



      None of our executive  officers is related to any other executive  officer
or to any of our Directors.  Our executive  officers are elected annually by the
Board of  Directors  and serve  until  their  successors  are duly  elected  and
qualified.


                                     - 16 -



                             EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION IN 2001, 2002 AND 2003

      The following Summary Compensation Table sets forth information concerning
compensation  for services in all  capacities  awarded to,  earned by or paid to
each  person who served as our Chief  Executive  Officer at any time during 2003
and each other of our  executive  officers  whose  aggregate  cash  compensation
exceeded $100,000 (collectively,  the "Named Executives") during the years ended
December 31, 2001, 2002 and 2003.




                           SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------
                                                                Long-Term
                                      Annual Compensation      Compensation
                                   ----------------------------------------
                                                                 Awards
                                                               ------------
                                                      Other
                                                      Annual    Securities
                                                      Compen-   Underlying  All Other
    Name and Principal      Year   Salary   Bonus(2)  sation(3)  Options    Compensation
         Position                    ($)      ($)      ($)        (#)         ($)
            (a)             (b)      (c)      (d)      (e)        (g)         (i)
----------------------------------------------------------------------------------------

                                                          
Wijeyaraj (Kumar)
  Mahadeva (1)(4)........   2003  409,514        --           1,020,000     63,918(11)
  Chairman of the Board     2002  363,000   582,633     --           --      5,500(5)
  and Chief Executive       2001  363,000   241,129     --      975,000      5,250(5)
  Officer

Lakshmi
  Narayanan(1)(4)(6).....   2003  135,696   182,160     --      255,000      3,454(7)
  President and Chief       2002  115,720   155,369     --           --      3,102(7)
  Executive Officer         2001  121,000    62,672     --      240,000      3,990(8)

Francisco D'Souza(1)....    2003  264,500   317,400     --      240,000      6,000(5)
  Chief Operating Officer   2002  230,000   220,106     --           --      5,500(5)
                            2001  230,000    91,093     --      180,000      5,250(5)

Gordon Coburn(1).........   2003  237,507   283,866     --      195,000     49,249(12)
  Executive Vice            2002  205,700   220,106     --           --      5,500(5)
  President, Chief          2001  205,700    91,093     --      180,000      5,250(5)
  Financial Officer,
  Treasurer and Secretary

Ramakrishnan
  Chandrasekaran(9)......   2003   56,422    75,000     --           --      2,913(10)
  Executive Vice            2002   50,230    47,698     --       60,000      3,830(10)
  President & Managing      2001   42,516    51,842     --           --      3,784(10)
  Director


----------

(1)   Such Named  Executive  has  entered  into a Severance  and  Noncompetition
      Agreement with us. See "Severance and Noncompetition Agreements."

(2)   The bonus  awards were earned in the year  indicated  and were paid in the
      following year.

(3)   The value of certain personal benefits is not included since the aggregate
      amount of such compensation did not exceed the lesser of either $50,000 or
      10% of the  total of  annual  salary  and bonus  reported  for such  Named
      Executive in columns (c) and (d).

(4)   On December 19, 2003, our founder,  Chairman and Chief Executive  Officer,
      Wijeyaraj  (Kumar)  Mahadeva,   retired  as  a  director  and  officer  of
      Cognizant, and Lakshmi Narayanan was named Chief Executive Officer.

(5)   Represents a 401(k) plan matching contribution.

(6)   We employ Mr. Narayanan in India, and as such,  compensation  amounts were
      paid in Indian Rupees. Such amounts were converted to U.S. dollars for the
      periods presented.


                                     - 17 -



(7)   Represents an Indian Provident Fund matching contribution.

(8)   Consists of Indian  Provident  Fund  matching  contribution  of $2,962 and
      interest  savings  of  $1,028  on a loan  made to Mr.  Narayanan  by us in
      October 1997 for the purchase of a  residence,  which bore  interest at 2%
      per  annum.  The loan was  secured by the  residence,  and  principal  and
      interest on such loan were payable over a ten year period.  Mr.  Narayanan
      repaid such loan in April 2001.

(9)   Ramakrishnan  Chandrasekaran  was elected  Executive  Vice  President  and
      Managing Director in January 2004. We employ Mr.  Chandrasekaran in India,
      and as such, compensation amounts were paid in Indian Rupees. Such amounts
      were converted to U.S. dollars for the periods presented.

(10)  Consists of Indian Provident matching fund contributions of $2,253, $2,240
      and $2,076 in 2003, 2002 and 2001,  respectively,  and interest savings of
      $660,  $1,590 and $1,708 in 2003, 2002 and 2001,  respectively,  on a loan
      made to Mr. Chandrasekaran by us in August 1995, which bore interest at 2%
      per  annum.  Mr.  Chandrasekaran  repaid  such  loan  in  July  2003.  See
      "Transactions with Other Affiliates."

(11)  Includes (i) a 401(k) plan matching  contribution in the amount of $6,000,
      and (ii) a contribution to a non-qualified  deferred  compensation account
      in the amount of $57,918  earned by the Named  Executive  during  2003 and
      payable by Cognizant during 2004.

(12)  Includes (i) a 401(k) plan matching  contribution in the amount of $6,000,
      and (ii) a contribution to a non-qualified  deferred  compensation account
      in the amount of $43,249  earned by the Named  Executive  during  2003 and
      payable by Cognizant during 2004.


                                     - 18 -



OPTION GRANTS IN 2003

      The following table sets forth information concerning individual grants of
stock options during 2003 by us to each of the Named Executives.




                        OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------
                                Individual Grants
--------------------------------------------------------------------------------
                                     Percent
                                     of Total                               Potential
                                     Options                                Realizable
                      Number of      Granted to                               Value
                      Securities     Employees     Exercise             at Assumed Annual
                      Underlying      in             or      Expir-        Rates of Stock
                       Options       Fiscal         Base     ation       Price Appreciation
      Name            Granted(1)     Year          Price      Date        For Option Term
                        (#)           (%)        ($/SH)(1)            5%($)            10%($)
       (a)              (b)           (c)           (d)       (e)       (f)               (g)
------------------------------------------------------------------------------------------------
                                                                   
Wijeyaraj (Kumar)
  Mahadeva.........   1,020,000      23.1%        $20.23   2/5/2013  $12,976,990     $32,886,240
Lakshmi Narayanan..    255,000        5.8%        $20.23   2/5/2013   $3,244,250       $8,221,560
Francisco D'Souza..    240,000        5.4%        $20.23   2/5/2013   $3,053,410       $7,737,940
Gordon Coburn......    195,000        4.4%        $20.23   2/5/2013   $2,480,895       $6,287,075
Ramakrishnan
  Chandrasekaran...         --         --             --         --           --               --


----------

(1)   Such numbers  have been  adjusted to reflect a  three-for-one  stock split
      that occurred on April 1, 2003.



                                     - 19 -



AGGREGATED OPTION EXERCISES IN 2003 AND YEAR-END OPTION VALUES

      The following  table sets forth  information  concerning  each exercise of
options during 2003 by each of the Named  Executives and the year-end number and
value of unexercised options held by each of the Named Executives.




                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION VALUES(1)
-----------------------------------------------------------------------------------
                                                   Number of         Value of
                                                  Securities        Unexercised
                                                  Underlying       In-the-Money
                                                  Unexercised     Options at Fiscal
                       Shares                  Options at Fiscal     Year-End
                     Acquired on     Value         Year-End             ($)
       Name           Exercise      Realized          (#)          Exercisable/
                         (#)          ($)        Exercisable/      Unexercisable
        (a)              (b)          (c)        Unexercisable        (e) (2)
                                                      (d)
-----------------------------------------------------------------------------------
                                                      
Wijeyaraj (Kumar)
  Mahadeva........  1,010,078    26,590,415    927,172/1,605,000  36,439,523/47,084,475
Lakshmi Narayanan.     45,000     1,370,057    499,500/399,000    20,811,914/11,689,710
Francisco D'Souza.    152,160     3,117,293     60,540/348,000     2,322,596/10,006,020
Gordon Coburn.....    136,590     2,989,798       --  /303,000           -- /8,862,570
Ramakrishnan
  Chandrasekaran..     34,250       502,047     60,250/56,250      2,571,816/1,813,069


----------

(1)   All  numbers  on  this  chart  have  been  adjusted  to  account  for  the
      three-for-one stock split that occurred on April 1, 2003.

(2)   Based on a year-end fair market value of the underlying  securities  equal
      to $45.64, less the exercise price for such shares.


                                     - 20 -



EQUITY COMPENSATION PLAN INFORMATION

      The  following  table  provides  information  as of December 31, 2003 with
respect to the shares of our Class A Common  Stock that may be issued  under our
existing equity compensation plans.

--------------------------------------------------------------------------------
                          Number of                      Number of
                         Securities      Weighted       Securities
                        to be Issued     Average       Available for
                            Upon         Exercise     Future Issuance
                         Exercise of     Price of      Under Equity
                         Outstanding   Outstanding     Compensation
Plan Catetory            Options(1)     Options(1)       Plans(1)
--------------------------------------------------------------------------------

Equity compensation       12,471,665       $14.79         3,194,017 (2)
plans that have been
approved by security
holders

Equity compensation
plans not approved by             --        --                   --
security holders

         Total            12,471,665       $14.79         3,194,017 (2)
--------------------------------------------------------------------------------

(1)  Such numbers have been adjusted to reflect a three-for-one stock split that
     occurred on April 1, 2003.

(2)  Includes  727,978  shares  of  Class A  Common  Stock  issuable  under  the
     Incentive  Plan,  however,  does not include (i) the  additional  1,000,000
     shares that would be  available  if the  proposal to increase the number of
     shares  reserved for issuance  under the Incentive  Plan is approved at the
     Meeting, or (ii) the additional 1,500,000 shares that would be available if
     the proposal to adopt our 2004 Employee  Stock Purchase Plan is approved at
     the  Meeting.  This number also  includes  57,000  shares of Class A Common
     Stock available for future issuances pursuant to the Director Plan, 380,790
     shares of Class A Common Stock available for future  issuances  pursuant to
     the Key Employees' Stock Option Plan and 2,028,249 shares of Class A Common
     Stock  issuable  under the 1999  Employee  Stock  Purchase  Plan.  The 1999
     Employee Stock Purchase Plan expired  pursuant to its terms on December 31,
     2003.

SEVERANCE AND NONCOMPETITION AGREEMENTS

      We  have   entered   into  a  Severance   and   Noncompetition   Agreement
(collectively,  the "Severance and Noncompetition  Agreements") with each of the
Named  Executives,  except for  Ramakrishnan  Chandrasekaran.  The Severance and
Noncompetition  Agreements  provide that each Named  Executive  will receive one
year's base salary and a full annual bonus upon termination of employment, other
than in the case of a  termination  for  cause.  In  addition,  such  agreements
provide  that  all  options  held  by the  Named  Executives  will  vest in full
immediately upon a change of control.  Pursuant to such  agreements,  each Named
Executive has agreed not to engage in any  competitive  business in any capacity
for one year  following  termination of employment and not to solicit any of our
employees to leave our employ within the one-year period  following  termination
of employment.  Finally,  such agreements  include customary  proprietary rights
assignment and confidentiality provisions.

RETIREMENT OF CHIEF EXECUTIVE OFFICER

      On December 19, 2003, our founder,  Chairman and Chief Executive  Officer,
Wijeyaraj (Kumar) Mahadeva,  retired as a director and officer of Cognizant.  In
connection with Mr. Mahadeva's retirement, on December 19, 2003, we entered into
an agreement and general release of all claims with Mr. Mahadeva.


                                     - 21 -



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The  Compensation  Committee  is comprised  of Messrs.  Howe,  Klein and
Weissman.  During 2003,  the  Compensation  Committee was comprised of Messrs.
Howe and Klein.  In March 2004,  Mr.  Weissman  was  appointed to serve on the
Compensation  Committee.  Messrs.  Howe, Klein and Weissman have not served as
either one of our  officers or  employees  or an officer or employee of one of
our  subsidiaries  at any time.  There are no, and during  2003 there were no,
Compensation Committee Interlocks.

      In 2003,  we granted  options to  purchase  shares of our Class A Common
Stock to each of Mr.  Howe,  Mr.  Klein and Mr.  Weissman.  See  "Election  of
Directors - Compensation of Directors."


                                     - 22 -



PERFORMANCE GRAPH

      The following graph compares the cumulative  total  stockholder  return on
our Class A Common Stock with the cumulative  total return on the S&P MidCap 400
Index,  S&P SmallCap  600 Index,  a Peer Group  Index,  Current  (capitalization
weighted) and a Peer Group Index, Historical  (capitalization  weighted) for the
period  beginning  January  1,  1999  and  ending  on the  last  day of our last
completed  fiscal year.  The stock  performance  shown on the graph below is not
indicative of future price performance.

                   COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)

      Among Cognizant, the S&P MidCap 400 Index, the S&P SmallCap 600 Index
                And a Current and Historical Peer Group Index(3)
                            (Capitalization Weighted)


                                  [ GRAPHIC ]





                                 1/1/99    12/31/99  12/31/00  12/31/01  12/31/02  12/31/03
                                 -------   --------  --------  --------  --------  --------

                                                                 
Cognizant Technology
  Solutions Corporation.......   $100.00   $359.88   $239.09   $269.83   $475.59   $901.53
S&P MidCap 400 Index..........   $100.00   $114.72   $134.81   $133.99   $114.54   $155.34
S&P SmallCap 600 Index........   $100.00   $112.40   $125.67   $133.88   $114.30   $158.63
Peer Group Index, Current
  (Capitalization Weighted)...   $100.00   $162.91   $ 68.66   $ 50.98   $ 48.91   $ 74.90
Peer Group Index, Historical
  (Capitalization Weighted)...   $100.00   $162.91   $ 68.66   $ 51.37   $ 50.70   $ 80.33


----------

(1)   Graph  assumes  $100  invested  on  January  1, 1999 in our Class A Common
      Stock,  the S&P MidCap 400 Index,  the S&P  SmallCap  600 Index,  the Peer
      Group Index, Current  (capitalization  weighted) and the Peer Group Index,
      Historical (capitalization weighted).

(2)   Cumulative total return assumes reinvestment of dividends.

(3)  We have  constructed  a Peer Group  Index of other  information  technology
     consulting  firms  consisting  of Computer  Horizons  Corp.,  Computer Task
     Group, Inc., Covansys  Corporation,  Diamond Cluster  International,  Inc.,
     iGate Corp.,  Infosys  Technologies Ltd., Keane, Inc. Sapient Corp., Satyam
     Computer


                                     - 23 -



     Services Ltd,  Syntel,  Inc. and Wipro Ltd. We believe that these companies
     most  closely  resemble  our  business  mix and that their  performance  is
     representative  of the  industry.  Our  current  Peer Group  Index does not
     consist of the same information technology consulting firms as in the prior
     year.  Our Peer Group from the prior year  consists  of  Computer  Horizons
     Corp.,  Computer Task Group, Inc.,  Covansys  Corporation,  Diamond Cluster
     International,  Inc., iGate Corp.,  Infosys  Technologies Ltd., Keane, Inc.
     Sapient  Corp.,  Satyam  Computer  Services Ltd,  Syntel,  Inc. and Tanning
     Technology Corp. (no longer publicly traded, and, accordingly, not included
     in Peer Group Index, Historical reflected in chart).


                                     - 24 -



COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      The Compensation Committee has furnished the following report:

      Our executive compensation policy is designed to attract and retain highly
qualified  individuals for our executive positions and to provide incentives for
such  executives  to  achieve  maximum  Company   performance  by  aligning  the
executives'   interest  with  that  of  stockholders  by  basing  a  portion  of
compensation on corporate performance.

      The Compensation  Committee  reviews and determines base salary levels for
our executive  officers on an annual basis and  determines  actual bonuses after
the end of the fiscal  year  based  upon  Company  and  individual  performance.
Additionally,  the  Compensation  Committee  administers all of our stock option
plans.

      Our executive  officer  compensation  program is comprised of base salary,
discretionary  annual cash bonuses,  stock  options and various other  benefits,
including health  insurance and a 401(k) Plan, which are generally  available to
all of our employees.

      Salaries are  established in accordance  with industry  standards  through
review of publicly available information concerning the compensation of officers
of comparable companies. Consideration is also given to relative responsibility,
seniority, individual experience and performance. Salary increases are generally
made based on  increases  in the  industry  for similar  companies  with similar
performance profiles and/or attainment of certain division or Company goals.

      Bonuses are paid on an annual basis and are  discretionary.  The amount of
bonus is  based  on  criteria  designed  to  effectively  measure  a  particular
executive's  attainment  of  goals  which  relate  to  his  or  her  duties  and
responsibilities as well as overall Company performance.  In general, the annual
incentive  bonus is based  on our  operational  and  financial  results  and the
executive's individual performance in achieving the results.

      The stock  option  program is designed to relate  executives'  and certain
middle managers' and other key personnel's  long-term interests to stockholders'
long-term interests. In general, stock option awards are granted if warranted by
our  growth  and  profitability.  Stock  options  are  awarded  on the  basis of
individual performance and/or the achievement of internal strategic objectives.

      The  Committee  established  the Chief  Executive  Officer's  total annual
compensation  based on the size,  complexity and  historical  performance of our
business,  our  position  as  compared  to our  peers in the  industry,  and the
specific  challenges  faced by us during the year, such as changes in the market
for information  technology products and services and other industry factors. No
specific  weight  was  assigned  to any of the  criteria  relative  to the Chief
Executive Officer's compensation.

Tax Considerations
------------------

      Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
disallows a tax deduction to public companies for certain compensation in excess
of $1  million  paid to our  CEO and the  four  other  most  highly  compensated
executive officers. Certain compensation,  including qualified performance-based
compensation, will not be subject to the deduction limit if certain requirements
are met. The  Compensation  Committee  reviews the  potential  effect of Section
162(m)  periodically  and uses its judgment to authorize  compensation  payments
that may be subject to the limit when the Compensation  Committee  believes such
payments are  appropriate and in our best interests and the best interest of our
stockholders,  after taking into consideration  changing business conditions and
the performance of our employees.

                                          By  the  Compensation  Committee  of
                                          the Board of  Directors of Cognizant
                                          Technology Solutions Corporation

                                          Robert W. Howe
                                          John E. Klein
                                          Robert E. Weissman


                                     - 25 -



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CLASS A COMMON STOCK

      There are, as of March 31, 2004,  approximately  289 holders of record and
20,799 beneficial  holders of our Class A Common Stock. The following table sets
forth  certain  information,  as of March 31, 2004,  with respect to holdings of
each  class of our  Class A  Common  Stock  by (i)  each  person  known by us to
beneficially  own more  than 5% of the total  number of shares of each  class of
Class A Common Stock  outstanding  as of such date,  (ii) each of our  Directors
(which includes all nominees),  (iii) each of our Named Executives, and (iv) all
Directors  and executive  officers as a group.  This  information  is based upon
information furnished to us by each such person and/or based upon public filings
with the Securities and Exchange  Commission.  Unless otherwise  indicated,  the
address for the individuals below is our address.

                                           Amount and Nature of     Percent
                                                 Beneficial           of
  Name and Address of Beneficial Owner          Ownership(1)        Class(2)
  ------------------------------------     --------------------     --------

  (i) Certain Beneficial Owners:
  FMR Corp.(3)..........................       9,577,076            14.8%
  Maverick Capital Management Ltd.(4)...       3,418,921             5.3%

  (ii)  Directors (which includes all
       nominees) and Named Executives:
  Wijeyaraj Mahadeva(5).................       1,572,832             2.4%
  Lakshmi Narayanan(6)..................         635,250             *
  Francisco D'Souza(7)..................         202,611             *
  Gordon Coburn(8)......................         105,662             *
  Ramakrishnan Chandrasekaran(9)........          86,500             *
  Robert W. Howe(10)....................          19,200             *
  John E. Klein(11).....................         137,800             *
  Venetia Kontogouris(12)...............         150,500             *
  Robert E. Weissman(13)................         119,222             *
  Thomas M. Wendel(14)..................           5,000             *
  (iii) All Directors and executive
       officers as a
       group (10 persons)(15)...........       3,034,577             4.5%

----------

*     Less than one percent.

(1)   Except  as set  forth  in the  footnotes  to this  table  and  subject  to
      applicable  community  property  law, the persons  named in the table have
      sole  voting and  investment  power with  respect to all shares of Class A
      Common Stock shown as beneficially  owned by such  stockholder.  All share
      numbers have been adjusted to account for a three-for-one stock split that
      occurred on April 1, 2003.

(2)   Applicable  percentage of ownership is based on an aggregate of 64,648,961
      shares of Class A Common Stock  outstanding  on March 31,  2004,  plus any
      presently  exercisable stock options held by each such holder, and options
      which will become exercisable within 60 days after March 31, 2004.

(3)   As  disclosed  on a Schedule  13G filed with the  Securities  and Exchange
      Commission  on  February  17,  2004,  assuming  no changes  in  beneficial
      ownership  since such filing.  According to such  Schedule 13G, FMR Corp.,
      may be deemed to beneficially own 9,577,076 shares of Class A Common Stock
      as a  result  of  acting  as  investment  advisor  to  various  investment
      companies.  FMR Corp. reports that it has sole power to vote


                                     - 26 -



      or direct the vote of  232,278  shares and sole power to dispose or direct
      the  disposition  of  9,577,076  shares.  Fidelity  Management  & Research
      Company  ("Fidelity"),  a  wholly-owned  subsidiary  or FMR Corp.,  is the
      beneficial  owner of  9,344,798  shares of our  Class A Common  Stock as a
      result of acting as investment  advisor to various  investment  companies.
      The ownership of one  investment  company,  Fidelity  Growth Company Fund,
      amounts to 3,746,579 shares of our Class A Common Stock. Edward C. Johnson
      3d, FMR Corp.,  through its control of  Fidelity,  and the funds each have
      sole power to dispose of 9,344,798 shares owned by the funds.

(4)   As  disclosed  on a Schedule  13G filed with the  Securities  and Exchange
      Commission  on  February  17,  2004,  assuming  no changes  in  beneficial
      ownership  since such filing.  According to such  Schedule  13G,  Maverick
      Capital, Ltd., may be deemed to beneficially own 3,418,921 shares of Class
      A Common Stock through the  investment  discretion  it exercises  over its
      clients' accounts.  Maverick Capital,  Ltd. reports that it has sole power
      to vote or direct  and  dispose  or direct the  disposition  of  3,418,921
      shares of Class A Common Stock.  Maverick Capital  Management,  LLC is the
      General  Partner of Maverick  Capital,  Ltd. Mr. Lee S. Ainslie III is the
      manager of Maverick Capital Management, LLC and is granted sole investment
      discretion pursuant to Maverick Capital, LLC's Regulations.

(5)   Includes  98,160  shares  of Class A Common  Stock  owned  of  record  and
      1,474,672  shares of Class A Common  Stock  subject to options  which were
      exercisable  as of March 31,  2004 or sixty  (60) days  after  such  date.
      Excludes 1,057,500 shares of Class A Common Stock underlying options which
      become exercisable over time after such period.

(6)   Represents 635,250 shares of Class A Common Stock underlying options which
      were  exercisable as of March 31, 2004 or sixty (60) days after such date.
      Excludes 263,250 shares of Class A Common Stock  underlying  options which
      become exercisable over time after such period.

(7)   Includes 28,071 shares of Class A Common Stock owned of record and 174,540
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.  Excludes 234,000
      shares of Class A Common Stock underlying options which become exercisable
      over time after such period.

(8)   Includes  2,912 shares of Class A Common Stock owned of record and 102,750
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.  Excludes 200,250
      shares  of  Class  A  Common  Stock  underlying   options,   which  become
      exercisable over time after such period.

(9)   Includes  86,500  shares of Class A Common Stock  subject to options which
      were  exercisable as of March 31, 2004 or sixty (60) days after such date.
      Excludes  50,000 shares of Class A Common Stock  underlying  options which
      become exercisable over time after such period.

(10)  Includes  6,700  shares of Class A Common Stock owned of record and 12,500
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.  Excludes  12,500
      shares of Class A Common Stock underlying options which become exercisable
      over time after such period.

(11)  Includes  95,300 shares of Class A Common Stock owned of record and 42,500
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.  Excludes  12,500
      shares of Class A Common Stock underlying options which become exercisable
      over time after such period.

(12)  Includes  3,000 shares of Class A Common Stock owned of record and 147,500
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.  Excludes  12,500
      shares of Class A Common Stock underlying options which become exercisable
      over time after such period.

(13)  Includes  61,722 shares of Class A Common Stock owned of record and 57,500
      shares of Class A Common Stock subject to options  which were  exercisable
      as of March 31, 2004 or sixty (60) days after such date.


                                     - 27 -



      Excludes  12,500 shares of Class A Common Stock  underlying  options which
      become exercisable over time after such period.

(14)  Includes  5,000  shares of Class A Common Stock  subject to options  which
      were  exercisable as of March 31, 2004 or sixty (60) days after such date.
      Excludes  12,500 shares of Class A Common Stock  underlying  options which
      become exercisable over time after such period.

(15)  Includes  an  aggregate  of  2,738,712  shares  of  Class A  Common  Stock
      underlying  options granted to Directors and executive  officers listed in
      the table which are  exercisable as of March 31, 2004 or within sixty (60)
      days after such date.  Excludes  1,867,500  shares of Class A Common Stock
      underlying  options  granted to executive  officers and  Directors,  which
      become exercisable over time after such period.


                                     - 28 -



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONAL HISTORY WITH IMS HEALTH AND ITS AFFILIATES

      From  November 30, 1996 through  June 30,  1998,  we were a subsidiary  of
Cognizant  Corporation.  In June  1998,  Cognizant  Corporation  spun  off  (the
"Spin-Off")  from  IMS  Health.   IMS  Health  consisted  of  all  of  Cognizant
Corporation's  businesses  other than the business  conducted  by Nielsen  Media
Research. Therefore, all of our shares held by Cognizant Corporation immediately
prior to the  Spin-Off  were  subsequently  held by IMS Health.  At December 31,
2002, IMS Health owned 55.3% of our outstanding  stock  (representing all of our
Class B common stock) and held 92.5% of the combined  voting power of our common
stock.

      On  January  30,  2003,  we filed a  tender  offer  in  which  IMS  Health
stockholders  could  exchange  IMS  Health  shares  held by them for our Class B
common stock held by IMS Health.

      On February 13, 2003 (the "Split-Off Date"), IMS Health distributed all of
our Class B Common Stock that IMS Health owned (a total of 33,872,700 shares) in
an  exchange  offer to its  stockholders  (the  "Exchange  Offer").  IMS  Health
distributed  0.927  shares of our Class B common stock to its  stockholders  for
every one share of IMS Health's  common stock  tendered.  There was no impact on
the number of our total shares  outstanding  upon the completion of the Exchange
Offer.  Accordingly,  as of February 13, 2003, IMS Health is no longer a related
party  since it no longer  owns any equity  interest  or holds any of our voting
power.

      In connection  with the Exchange Offer, we were obligated to pay the costs
associated  with the  Exchange  Offer under the  provisions  of an  Intercompany
Agreement,  dated May 15,  1998.  Pursuant  to the terms of such  agreement,  we
agreed we would pay IMS  Health's  costs  (other  than  underwriting  discounts,
commissions and certain other specified costs) necessary to facilitate a sale or
spin-off of IMS  Health's  ownership  interest in  Cognizant.  During  2003,  we
incurred direct and incremental costs of approximately $2,000,000 resulting from
external costs contractually incurred related to the Exchange Offer.

TRANSACTIONS WITH IMS HEALTH

      In connection with the Exchange Offer, we amended and entered into certain
agreements with IMS Health which are summarized below.

      Master  Services  Agreement.  Pursuant to an amended and  restated  Master
Services Agreement,  we continue to provide software development and maintenance
services  to IMS Health and its  subsidiaries  on terms that are  comparable  to
unrelated third parties. During the period January 1, 2003 through the Split-Off
Date,  such services  resulted in  related-party  revenue to us in the amount of
$2.6 million.  The Master Services Agreement provides that any work order issued
thereunder  may be  terminated  by IMS Health with or without  cause on 30 days'
prior written notice.

      Intercompany  Services  Agreement.  Pursuant to the Intercompany  Services
Agreement,   IMS  Health  provides  us  with  certain  administrative  services,
including payables processing and certain other administrative  services.  Total
costs in connection  with such  administrative  services  provided by IMS Health
during the period January 1, 2003 through the Split-Off Date were  approximately
$28,000.

      Distribution  Agreement.  We also entered into a  Distribution  Agreement,
dated January 7, 2003, with IMS Health (the "Distribution Agreement"), the terms
of which were approved by a special  committee of our Board of Directors,  which
was comprised of our  independent  directors.  The  Distribution  Agreement sets
forth  certain  rights  and  obligations  of IMS Health and us in respect of the
Exchange  Offer in  addition  to those  provided  in the  Intercompany  Services
Agreement. The material terms of the Distribution Agreement include:

      o     indemnification  provisions in respect of the respective  disclosure
            in the Exchange Offer  documents,  the conduct of the Exchange Offer
            and any  failure  to  perform  under the  terms of the  Distribution
            Agreement;

      o     the agreement of us to undertake to be jointly and severally  liable
            to certain of IMS Health's prior affiliates for liabilities  arising
            out  of  or  in  connection  with  IMS  Health's  business  and  our
            businesses  and other  successors  to the  businesses  of  Cognizant
            Corporation  in  accordance  with  the  terms  of  the  Distribution
            Agreement,   dated  as  of  October  28,   1996,   among   Cognizant
            Corporation,  which has been


                                     - 29 -



            renamed  Nielsen  Media   Research,   Inc.,  The  Dun  &  Bradstreet
            Corporation,  which has been renamed the R.H.  Donnelly  Corporation
            and ACNielsen Corporation and related agreements.  However,  subject
            to the general allocation of liabilities arising from the respective
            businesses  of IMS Health and us, IMS Health has agreed to indemnify
            and  reimburse  us for  liabilities  incurred  with respect to these
            undertakings;

      o     the  continuation of certain  commercial  relationships  between the
            companies for a period of at least three years; and

      o     provisions   governing  the   administration  of  certain  insurance
            programs and procedures for making claims.

      The  Distribution  Agreement  also  provided  that we and IMS Health  will
comply with,  and not take any action  during the  relevant  time period that is
inconsistent  with,  the  representations  made to and relied upon by McDermott,
Will & Emery in connection with rendering its opinion regarding the U.S. federal
income tax  consequences  of the Exchange  Offer.  In addition,  pursuant to the
Distribution  Agreement,  we indemnify IMS Health for any tax liability to which
they may be  subject  as a result of the  Exchange  Offer but only to the extent
that such tax liability resulted solely from a breach in the  representations we
made to and were  relied  upon by  McDermott,  Will & Emery in  connection  with
rendering its opinion  regarding the U.S. federal income tax consequences of the
Exchange Offer.

      During 2003, we provided services to the Trizetto Group, Inc. ("Trizetto")
pursuant to a strategic relationship that includes helping Trizetto's healthcare
customers integrate  Trizetto's products with their existing information systems
and,  within  Trizetto,   supporting  further   development  of  these  software
applications.  As of the Split-Off Date, IMS Health owned approximately 26.4% of
the  outstanding  common  stock of  Trizetto.  From  January 1, 2003 through the
Split-Off Date, we recorded revenues from Trizetto of approximately $831,000. In
addition,  from January 1, 2003 through the Split-Off Date, we recorded expenses
related to Trizetto  commissions of  approximately  $9,000.  David M. Thomas,  a
member of our Board of Directors through the Split-Off Date, is also a member of
the Board of Directors of Trizetto.

      Certain  of  our  employees,   including  Mr.  Mahadeva  and  Mr.  Coburn,
participated in IMS Health's  defined benefit pension plans.  The plans are cash
balance  pension plans under which six percent of creditable  compensation  plus
interest is credited to the  employee's  retirement  account on a monthly basis.
The cash balance earns monthly  investment credits based on the 30-year Treasury
bond yield. At the time of retirement,  the vested employee's account balance is
actuarially  converted into an annuity.  Our cost for these plans is included in
the allocation of expense from IMS Health for employee benefits plans.

TRANSACTIONS WITH OTHER AFFILIATES

      In  August  1995,  we  loaned  $57,200  to Mr.  Chandrasekaran  for  the
purchase  of a  residence.  The loan was  secured  by the  residence  and bore
interest at the rate of two percent per annum.  Principal  and interest on the
loan were payable over a ten-year period. Mr.  Chandrasekaran  repaid the loan
in full in July 2003.

      On December 19, 2003, our founder,  Chairman and Chief Executive  Officer,
Wijeyaraj (Kumar) Mahadeva,  retired as a director and officer of Cognizant.  In
connection with Mr. Mahadeva's retirement, on December 19, 2003, we entered into
an agreement and general release of all claims with Mr. Mahadeva.


                                     - 30 -



         PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION

      Our Restated  Certificate of Incorporation (the  "Certificate")  presently
provides  that we are  authorized  to issue two classes of common  stock and one
class of preferred  stock  consisting  of  100,000,000  shares of Class A Common
Stock,  $0.01 par value per share,  25,000,000  shares of Class B Common  Stock,
$0.01 par value per share, and 15,000,000  shares of Preferred Stock,  $0.01 par
value per share  ("Preferred  Stock").  In April  2004,  our Board of  Directors
authorized an amendment to the Certificate,  subject to stockholder approval, to
(i)  increase  the  authorized  number  of  shares  of Class A  Common  Stock to
325,000,000 shares, and (ii) eliminate the authorization of Class B Common Stock
and delete all references  thereto.  The stockholders are being asked to approve
such  amendment  to the  Certificate.  The proposed  increase in the  authorized
number of shares will permit a proposed  two-for-one  stock split of our capital
stock. In April 2004, our Board of Directors  declared a two-for-one stock split
on our  Class  A  Common  Stock  in the  form of a stock  dividend,  subject  to
stockholder approval of this proposal to increase the authorized shares of Class
A Common  Stock.  In  addition,  the  remaining  shares would give the Board the
authority to issue additional  shares of Class A Common Stock without  requiring
future  stockholder  approval  of such  issuances  except as may be  required by
applicable law. A copy of the proposed  amendment to the Certificate is attached
hereto as Appendix B.

     We currently have authorized 100,000,000 shares of Class A Common Stock. As
of April 12,  2004,  64,695,461  shares of Class A Common  Stock were issued and
outstanding;  12,460,269  shares were  reserved for future grant or for issuance
upon the exercise of  outstanding  options  under the  Incentive  Plan;  723,558
shares were  reserved  for future  grant or for  issuance  upon the  exercise of
outstanding options under the Key Employees Stock Option Plan; and 96,000 shares
were reserved for future grant or for issuance upon the exercise of  outstanding
options under the Non-Employee Directors' Stock Option Plan. Accordingly,  as of
April 12,  2004,  and  without  giving  effect to the  proposed  adoption of the
amendment  to the 1999  Incentive  Compensation  Plan and  adoption  of our 2004
Employee  Stock  Purchase Plan  described in this Proxy  Statement,  we had only
22,024,712  shares of  authorized  but  unreserved  and unissued  Class A Common
Stock.

      The  principal  purpose  of the  proposed  amendment  to  the  Certificate
relating to the authorization of additional shares of Class A Common Stock is to
effect the proposed stock split and to ensure that a sufficient number of shares
of Class A Common  Stock will be  available  in the event the Board of Directors
determines  that is it necessary or  appropriate to issue  additional  shares of
Class A Common  Stock,  including,  for  example,  to raise  additional  capital
through the sale of  securities,  to grant options or other stock  incentives to
our employees,  to acquire another company or its business or assets, to seek to
establish  a  strategic  relationship  with a  corporate  partner or to permit a
future stock  dividend or stock split.  Except for the proposed  stock split and
our commitment  under our existing and proposed equity  compensation  plans, our
Board of Directors has no other present  agreement or  arrangement  to issue any
additional  shares. If the amendment is approved by the stockholders,  our Board
of Directors does not intend to solicit  further  stockholder  approval prior to
the issuance of any additional shares of Class A Common Stock,  except as may be
required by applicable law.

      The principal purpose of proposed amendment to the Certificate relating to
the elimination of the authorization of our Class B Common Stock and deletion of
all  references  to Class B Common  Stock in the  Certificate  is to remove  the
super-voting  provisions of the Class B Common  Stock.  The Class B Common Stock
originally was authorized as a result of our  historical  relationship  with IMS
Health. We do not have any intention of issuing any shares of our Class B Common
Stock.

      The  increase in the  authorized  number of shares of Class A Common Stock
and the subsequent  issuance of such shares could have the effect of delaying or
preventing  a change in  control  of  Cognizant  without  further  action by our
stockholders.  Shares of  authorized  and  unissued  Class A Common  Stock could
(within  the  limits  imposed  by  applicable  law)  be  issued  in one or  more
transactions  that  would make a change in  control  of us more  difficult,  and
therefore  less likely.  Any such  issuance of  additional  stock could have the
effect  of  diluting  the  earnings  per  share  and  book  value  per  share of
outstanding  shares of Class A Common Stock, and such additional shares could be
used to dilute the stock ownership or voting rights of persons seeking to obtain
control of  Cognizant.  The holders of Class A Common  Stock have no  preemptive
rights.

      OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO OUR RESTATED CERTIFICATE OF INCORPORATION.


                                     - 31 -



           PROPOSED AMENDMENT TO THE 1999 INCENTIVE COMPENSATION PLAN

      The Incentive Plan was adopted by Board of Directors on April 13, 1999 and
approved by our  stockholders on May 25, 1999.  Currently,  there are 18,000,000
shares of Class A Common Stock  reserved for issuance upon the exercise of stock
options  or  other  awards  granted  under  the  Incentive  Plan.  A copy of the
Incentive Plan, as amended, is attached hereto as Appendix C.

GENERAL

      The purpose of the Incentive Plan is to:

      -     aid us in motivating certain employees,  non-employee  directors and
            independent  contractors  to put forth  maximum  efforts  toward our
            growth, profitability and success; and

      -     provide  incentives  which will attract and retain highly  qualified
            individuals as employees and non-employee directors and to assist in
            aligning the interests of such employees and non-employee  directors
            with those of our stockholders.

      Pursuant  to  the  Incentive  Plan,  all  of  our  employees,  all  of our
non-employee  directors and all of our  independent  contractors are eligible to
receive  awards  that  may  be  stock-based  or  payable  in  cash.  Subject  to
adjustment,  for among other things,  a merger,  consolidation,  reorganization,
stock split, or other change in capital structure, an individual is limited to a
maximum of 4,500,000 shares during the life of the Incentive Plan. Additionally,
the maximum dollar amount paid in cash to any individual  during the life of the
Incentive Plan is $10,000,000.  The Incentive Plan terminates on April 13, 2009,
unless  sooner  terminated  by the Board of  Directors.  The Board may amend the
Incentive  Plan,  except  that  no  such  action  can  adversely  affect  awards
previously granted. Without stockholder approval, the Board may not:

      -     increase the total  amount of the Class A Common Stock  allocated to
            the Incentive Plan (except for permitted capital adjustments);

      -     increase the maximum amount of the Class A Common Stock with respect
            to all awards  measured in Class A Common  Stock that may be granted
            to any individual under the Incentive Plan;

      -     increase the maximum  dollar amount that may be paid with respect to
            all awards measured in cash; or

      -     modify the requirements as to eligibility for awards.

      Additionally,  stockholder  approval is necessary  if an amendment  (1) is
required by the stock  exchange or national  market  system on which the Class A
Common Stock is listed or (2) will disqualify any incentive stock option granted
under the Incentive Plan. If stockholder  approval of this proposal to amend the
Incentive Plan is obtained,  further  stockholder  approval will be necessary if
any future  amendment is considered  material in the reasonable  judgment of the
Compensation Committee.

      The Incentive Plan is administered by the Compensation Committee.  Subject
to the  provisions of the Incentive  Plan,  the  Compensation  Committee has the
authority, among other things, to do the following:

      -     determine eligibility for participation;

      -     determine eligibility for and the type and size of awards;

      -     issue  administrative  guidelines  and  make  rules  as  an  aid  to
            administer the Incentive Plan;

      -     grant waivers of terms,  conditions,  restrictions  and limitations;
            and

      -     accelerate the vesting of any award.


                                     - 32 -



TYPES OF AWARDS

      Several types of awards are provided for by the Incentive Plan. The awards
may be  measured  in stock or in cash.  An award  may be  designated  as a stock
option,  stock appreciation  right, stock award, stock unit,  performance share,
performance unit or cash.

      Stock  Options.  The  Incentive  Plan provides for the granting of options
intended to qualify as incentive  stock options,  or ISOs, as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Incentive
Plan also provides for the granting of  non-qualified  stock options,  or NQSOs.
ISOs or NQSOs may be  granted to  employees,  while only NQSOs may be granted to
non-employee  directors  and  independent  contractors.  ISOs granted  under the
Incentive  Plan may not be granted at an  exercise  price less than fair  market
value of the  underlying  shares on the date of grant.  NQSOs  granted under the
Incentive  Plan may not be granted at an  exercise  price less than fair  market
value of the  underlying  shares on the date of grant  unless  the  Compensation
Committee  determines otherwise on the date of grant. If stockholder approval of
this  proposal to amend the Incentive  Plan is obtained,  NQSOs may no longer be
granted at an exercise price less than fair market of the  underlying  shares on
the date of  grant.  Unless  the  Compensation  Committee  specifies  otherwise,
options granted under the Incentive Plan become exercisable to the extent of 25%
of the grant on each of the first,  second,  third and fourth anniversary of the
grant. Under the Incentive Plan, ISOs and NQSOs expire 10 years after the grant.

      Stock  Appreciation  Rights.  Stock  appreciation  rights ("SARs") entitle
their  recipients  to  receive  payments  in  cash,  Class A  Common  Stock or a
combination as determined by the Compensation Committee.  Any such payments will
represent the  appreciation in the market value of a specified  number of shares
from the date of grant until the date of  exercise.  Such  appreciation  will be
measured by the excess of the fair market  value on the  exercise  date over the
fair market value of the Class A Common Stock, or other  valuation  (which shall
be no less  than  the fair  market  value of the  Class A Common  Stock)  on the
effective date of grant of SARs or the grant of an award which the SAR replaced.

      Stock  Awards.  A stock award  consists of shares of Class A Common Stock,
subject  to  such  terms  and  conditions  as  determined  by  the  Compensation
Committee.  A  grantee  of a stock  award  has all of the  rights of a holder of
shares of Class A Common Stock unless  otherwise  determined by the Compensation
Committee on the date of grant.

      Stock Units. A stock unit is a hypothetical  share of Class A Common Stock
represented  by a notional  account  established  and maintained or caused to be
established and maintained by us for a grantee of a stock unit.  Stock units are
subject  to  such  terms  and  conditions  as  determined  by  the  Compensation
Committee.  A stock unit shall  provide  for payment in shares of Class A Common
Stock at such  time as the  award  agreement  shall  specify.  The  Compensation
Committee has the sole discretion to pay the stock unit in Class A Common Stock,
cash or a combination.

      Performance  Shares. A performance  share consists of a share or shares of
Class A Common Stock,  subject to such terms and conditions as determined by the
Compensation  Committee.  Such terms and  conditions  may  include,  among other
things,  a  determination  of performance  goals which will determine the number
and/or value of the performance shares that will be paid out or distributed. The
Compensation  Committee has the sole discretion to pay the performance  share in
Class A Common Stock, cash or a combination.

      Performance Unit. A performance unit is a hypothetical  share or shares of
Class  A  Common  Stock  represented  by  a  notional  account  established  and
maintained or caused to be  established  and maintained by us for a grantee of a
performance unit.  Performance units are subject to such terms and conditions as
determined by the Compensation Committee. Such terms and conditions may include,
among other things,  a  determination  of  performance  goal or goals which will
determine the number and/or value of the performance units that will be accrued.
The Compensation  Committee has the sole discretion to pay the performance share
in Class A Common Stock, cash or a combination.

      Cash Awards.  The Compensation  Committee may grant cash awards subject to
such terms and conditions as it determines appropriate.

      Subject  to  certain  criteria,   Compensation   Committee  has  the  sole
discretion to designate awards as performance-based awards if it determines that
such compensation  might not be tax deductible by us under Section


                                     - 33 -



162(m) of the Code. The Compensation Committee may use the following performance
measures (either  individually or in any  combination) to set performance  goals
with  respect to awards  intended to qualify as  performance-based  awards:  net
sales; pretax income before allocation of corporate overhead and bonus;  budget;
cash  flow;  earnings  per  share;  net  income;  division,  group or  corporate
financial goals; return on stockholders' equity; return on assets; attainment of
strategic and operational initiatives; appreciation in and/or maintenance of the
price  of  the  Class  A  Common  Stock  or any  of  our  other  publicly-traded
securities;  market share;  gross profits;  earnings  before interest and taxes;
earnings  before  interest,  taxes,  depreciation  and  amortization;   economic
value-added models;  comparisons with various stock market indices;  increase in
number  of  customers;  and/or  reductions  in  costs.  The  material  terms  of
performance  goals  must be  approved  by our  stockholders.  Additionally,  the
material  terms of  performance  goals must be disclosed  and  reapproved by our
stockholders  no later than the first  stockholder  meeting  that  occurs in the
fifth year following the year in which our stockholders previously approved such
performance goals.

      In the  event  a  grantee's  employment  is  terminated  due to  death  or
disability, all non-vested portions of awards are forfeited. All vested portions
of stock options or SARs remain  exercisable during the shorter of the remaining
stated term of the stock option or SAR or twelve  months  following  the date of
death or  disability.  If a grantee's  employment  is terminated  for cause,  as
defined in the Incentive  Plan, all awards,  whether  vested or non-vested,  are
forfeited.  If a grantee's  employment is terminated any other reason other than
for cause or due to death or disability,  all non-vested  portions of awards are
forfeited and all vested  portions of stock  options or SARs remain  exercisable
during  the  shorter  of the  remaining  stated  term  of the  award  or 90 days
following the date of termination.  Notwithstanding  the above, the Compensation
Committee may, in its discretion, provide that:

      -     the vesting of any or all  non-vested  portions of stock  options or
            SARs  held  by a  grantee  on  the  date  of his  or  her  death  or
            termination shall be accelerated and remain exercisable for the term
            of the stock option or SAR;

      -     any or all vested  portions of  non-qualified  stock options or SARs
            held by a  grantee  on the date of his or her  death or  termination
            shall remain exercisable until a date that occurs on or prior to the
            date the stock option or SAR is scheduled to expire; and/or

      -     any or  all  non-vested  portions  of  stock  awards,  stock  units,
            performance  shares,  performance units and/or cash awards held by a
            grantee on the date of his or her death or termination  shall become
            vested  on a date  that  occurs on or prior to the date the award is
            scheduled to vest.

      Generally,  all awards under the Incentive Plan are nontransferable except
by will or in  accordance  with  the laws of  descent  and  distribution.  Stock
options and SARs are exercisable only by the grantee during his or her lifetime.
The Compensation Committee, in its discretion, may permit the transferability of
a  stock  option  (other  than an ISO) by a  grantee  to  members  of his or her
immediate  family or trusts or other  similar  entities  for the benefit of such
person.

CHANGE IN CONTROL

      Upon the occurrence of a change in control of Cognizant, as defined in the
Incentive  Plan, with certain  exceptions,  the  Compensation  Committee has the
discretion  to,  among  other  things,  accelerate  the  vesting  and  payout of
outstanding  awards or provide  that an award be  assumed  by the  entity  which
acquires  control of us or be substituted by a similar award under such entity's
compensation plan.

AMENDMENTS TO THE INCENTIVE PLAN

      If  stockholder  approval of this proposal to amend the Incentive  Plan is
obtained,  (i) the maximum number of shares of Class A Common Stock of Cognizant
reserved for issuance under the Incentive Plan will increase from  18,000,000 to
19,000,000 shares and we will reserve an additional  1,000,000 shares of Class A
Common Stock for issuance upon the exercise of stock options or for the issuance
of other  awards  granted  under  the  Incentive  Plan,  (ii)  the  Compensation
Committee  may  not,  without  the  consent  of our  stockholders,  reprice  any
outstanding  award granted under the  Incentive  Plan,  (iii) subject to certain
exceptions, any award granted under the Incentive Plan other than a stock option
that is not subject to performance criteria, must vest over a period of at least
three years in equal  installments over such three year period,  (iv) subject to
certain  exceptions,  any award granted under the Incentive  Plan,  other than a
stock option that is subject to performance criteria, must vest over a period of
at  least  12  months  in


                                     - 34 -



equal  installments,  and (v) all  amendments to the Incentive  Plan  considered
material in the  reasonable  judgment  of the  Compensation  Committee  shall be
subject to stockholder approval.

FEDERAL TAX ASPECTS OF THE INCENTIVE PLAN

      We believe that,  under the present law, the following are the federal tax
consequences  generally  arising  with  respect  to  awards  granted  under  the
Incentive  Plan.  The grant of an option or SAR will create no tax  consequences
for an optionee or us. The optionee will have no taxable income upon  exercising
an ISO (except that the alternative  minimum tax may apply), and we will receive
no deduction when an ISO is exercised.  Upon  exercising an option other than an
ISO, the optionee must recognize ordinary income equal to the difference between
the  exercise  price  and the  fair  market  value  of the  stock on the date of
exercise;  we will be entitled to a deduction for the same amount. The treatment
of an optionee on a disposition  of shares  acquired  through the exercise of an
option  depends on how long the shares have been held and on whether such shares
were acquired by exercising an ISO or by exercising an option other than an ISO.
Generally,  there  will  be no  tax  consequences  to us in  connection  with  a
disposition of shares acquired under an option except that we may be entitled to
a deduction in the case of a disposition of shares  acquired under an ISO before
the applicable ISO holding periods have been satisfied.

      With respect to other awards  granted  under the  Incentive  Plan that are
settled either in cash or in stock or other property that is either transferable
or not subject to substantial risk of forfeiture, the participant must recognize
ordinary  income  equal to the cash or the fair market  value of shares or other
property received;  we will be entitled to a deduction for the same amount. With
respect to awards that are settled in stock or other property that is restricted
as to  transferability  and  subject  to  substantial  risk of  forfeiture,  the
participant must recognize ordinary income equal to the fair market value of the
shares or other  property  received  at the time the  shares  or other  property
become transferable or not subject to substantial risk of forfeiture,  whichever
occurs  earlier;  we will be  entitled  to a  deduction  for  the  same  amount.
Different  tax rules may apply with respect to  participants  who are subject to
Section 16 of the Exchange Act.

PREVIOUSLY GRANTED OPTIONS UNDER THE INCENTIVE PLAN

     As of April 12,  2004,  options to  purchase  16,700,497  shares of Class A
Common Stock have been granted (net of  forfeitures  which are added back to the
shares  available  for issuance  under the  Incentive  Plan) under the Incentive
Plan. The weighted average exercise price of such options is $14.08 per share.

      The following  table sets forth certain  information  as of April 12, 2004
with respect to options  granted (net of  forfeitures)  under the Incentive Plan
since inception to (i) the Named Executives; (ii) all current executive officers
as a group;  (iii) each  nominee for  election  as a Director;  (iv) all current
Directors who are not executive  officers as a group;  (v) each associate of any
of such  Directors,  executive  officers or  nominees;  (vi) each person who has
received or is to receive 5% of such options or rights; and (vii) all employees,
including all current officers who are not executive officers, as a group:

                                           Options Granted
                                          through April 12,    Weighted Average
Name                                           2004(1)        Exercise Price(1)
----                                      -----------------   -----------------

Wijeyaraj (Kumar) Mahadeva...............     2,348,250              $ 7.39
Lakshmi Narayanan........................       742,500              $11.36
Francisco D'Souza........................       638,250              $11.67
Gordon Coburn............................       598,500              $10.96
Ramakrishnan Chandrasekaran..............       173,000              $15.88
Robert W. Howe...........................        55,000              $14.91
John Klein...............................        55,000              $14.91
Venetia Kontogouris......................       121,000              $19.67
Robert E. Weissman ......................        70,000              $15.04
Thomas Wendel............................        70,000              $15.04


                                     - 35 -



                                           Options Granted
                                          through April 12,    Weighted Average
Name                                           2004(1)        Exercise Price(1)
----                                      -----------------   -----------------

All current executive officers as a
  group (4 persons)......................     2,152,250              $11.70
All  current Directors who are not
  executive officers as a group (5
  persons)...............................       371,000              $16.51
All  employees,  including  all current
  officers who are not executive
  officers as a group (1,842 persons)....    13,946,247              $14.79

(1)   Such numbers reflect the three-for-one  stock split that occurred on April
      1, 2003.

      As of  April 12, 2004,  the  market  value  of the  Class A  Common  Stock
underlying the Incentive Plan was $46.95 per share.


                                     - 36 -



PROPOSED AMENDMENT TO THE 1999 INCENTIVE COMPENSATION PLAN

      Stockholders  are  being  asked  to  consider  and  vote  upon a  proposed
amendment to the Incentive  Plan to (i) increase the maximum number of shares of
Class A Common Stock of the Corporation reserved for issuance from 18,000,000 to
19,000,000  shares  and to  reserve an  additional  1,000,000  shares of Class A
Common Stock for issuance upon the exercise of stock options or for the issuance
of other awards granted under the Incentive Plan, (ii) provide that repricing of
stock  options may not occur  without  stockholder  approval,  (iii) provide for
minimum  restriction  periods for stock based awards,  other than stock options,
(iv) provide that stock options may not be granted below fair market value,  and
(v) provide that all material  amendments to the Incentive Plan shall be subject
to stockholder approval.

      The Board of Directors  believes that the amendment  provides an important
inducement to recruit and retain the best available personnel and will assist in
aligning the interests of such personnel with our stockholders' interests.

      OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE FOREGOING
AMENDMENT TO THE INCENTIVE PLAN.


                                     - 37 -



             PROPOSED APPROVAL OF 2004 EMPLOYEE STOCK PURCHASE PLAN

      Our Board of Directors has adopted,  and is submitting to stockholders for
approval,  our 2004  Employee  Stock  Purchase  Plan (the "2004  Employee  Stock
Purchase  Plan").  A copy of our 2004 Employee  Stock  Purchase Plan is attached
hereto as Appendix D.

      Our 1999 Employee Stock  Purchase Plan (the "1999 ESPP") expired  pursuant
to its terms on December 31, 2003.  An aggregate of 2,400,000  shares of Class A
Common  Stock were  authorized  under the 1999 ESPP of which  371,751  shares of
Class A Common  Stock were issued and  2,028,249  shares of Class A Common Stock
remained  available for issuance  under the 1999 ESPP at the time of expiration.
In April  2004,  our  Board of  Directors  deemed it  advisable  and in our best
interests  to provide our  eligible  employees  with  opportunities  to purchase
shares of our Class A Common Stock  pursuant to our 2004 Employee Stock Purchase
Plan, such plan to consist of 1,500,000 shares of Class A Common Stock available
for issuance.

      The  purpose  of the 2004  Employee  Stock  Purchase  Plan is to provide a
further  incentive for employees to promote our best  interests and to encourage
stock  ownership by employees in order to participate in our potential  economic
progress.  A total of 1,500,000  shares will be made  available for issuance and
purchase pursuant to the 2004 Employee Stock Purchase Plan. If our 2004 Employee
Stock Purchase Plan is approved,  U.S. employees will be eligible to participate
in such plan  effective as of April 1, 2004. If our 2004 Employee Stock Purchase
Plan is not approved,  no Class A Common Stock shall be purchased under the 2004
Employee Stock Purchase Plan and the balance of each  Participant's  Account (as
defined below) shall be promptly returned to the Participant.

      Our 2004  Employee  Stock  Purchase  Plan is  intended to form part of our
overall compensation  structure,  in conjunction with our stock option plans, to
provide an  additional  source for our  employees to share in our  prospects for
equity growth.  Our Board of Directors believes that a broad-based plan, such as
the 2004  Employee  Stock  Purchase  Plan,  serves as an  important  element  in
promoting equity ownership among employees generally.  At April 12, 2004, we had
approximately 10,518 full-time employees.

      In general,  our 2004 Employee  Stock  Purchase Plan provides for eligible
employees to designate in advance of specified  purchase  periods (which will be
quarterly,  unless otherwise  elected by the Board) a percentage of compensation
(up to 15%) to be  withheld  from their pay and applied  toward the  purchase of
such number of whole  shares of Class A Common  Stock as can be  purchased  at a
price of 90% of the  lesser of (a) the fair  market  value of a share of Class A
Common  Stock on the first day of the  Purchase  Period;  or (b) the fair market
value of a share of Class A Common  Stock on the Exercise  Date (as  hereinafter
defined) of such  Purchase  Period.  No employee can purchase  more than $25,000
worth of stock annually, and no stock can be purchased by any person which would
result in the purchaser owning five percent or more of our total combined voting
power or value of all classes of our stock.

      The  2004  Employee  Stock  Purchase  Plan  is  intended  to  satisfy  the
requirements of Section 423(b) of the Code which requires that it be approved by
stockholders  within  one year of the  earlier of its  adoption  by the Board of
Directors or the 2004 Employee Stock Purchase  Plan's  effective  date. The 2004
Employee  Stock  Purchase Plan was adopted by the Board of Directors on April 8,
2004. In addition,  the 2004 Employee  Stock Purchase Plan is intended to comply
with certain  requirements of Rule 16b-3 under the Exchange Act.  Messrs.  Howe,
Klein and Weissman serve on the committee  which  administers  the 2004 Employee
Stock Purchase Plan.

      The term of the 2004 Employee  Stock Purchase Plan will continue in effect
until all shares reserved for issuance have been granted to participants, unless
terminated earlier by our Board of Directors.  Our Board of Directors  generally
has the  right to amend or  terminate  the 2004  Employee  Stock  Purchase  Plan
without  the  consent  of  participants  or  stockholders,  subject  to  certain
exceptions.

      Each U.S. employee (except short-term,  part-time,  or seasonal employees)
is  eligible  to  participate  in the  2004  Employee  Stock  Purchase  Plan (an
"Eligible  Employee"),  provided he or she is not, as of the day  preceding  the
first day of the Purchase  Period (as defined  below),  deemed,  for purposes of
Section  423(b)(3) of the Code, to own stock  possessing 5% or more of our total
combined voting power or value of all classes of our stock.

      The  purchase  price per share of the Class A Common  Stock sold under the
2004 Employee Stock  Purchase Plan for any Purchase  Period will be equal to the
lesser of (a) 90% of the "fair market value" of a shares of Class A Common Stock
on the first day of such Purchase Period,  or (b) 90% of the "fair market value"
of a share of Class A


                                     - 38 -



Common Stock on the last day of such Purchase Period (the "Exercise Date").  The
fair  market  value  will be deemed to be the  average of the last bid and asked
prices of the Class A Common  Stock  reported by NASDAQ,  or as the case may be,
the last  reported  sales  price of the  Class A  Common  Stock on such  date as
reported by the NASDAQ  National  Market or the  principal  national  securities
exchange  on which such stock is listed and  traded,  or in each such case where
there is no trading on such date,  on the first  previous date on which there is
such trading.

      Under the 2004 Employee Stock Purchase Plan, a separate option to purchase
shares of Class A Common Stock will be granted to each  Eligible  Employee as of
the first day of each "Purchase Period." The option grant applies  automatically
to all  Eligible  Employees,  but to  participate  in the  2004  Employee  Stock
Purchase Plan,  further action is required as explained below. A Purchase Period
will be a period of three  months or such other  period  elected by our Board of
Directors,  during  which  time  payroll  deductions  will be  made to fund  the
purchase  of shares  subject to option.  If this  proposal  is  approved  by our
stockholders,  for 2004, the Purchase  Periods shall be quarterly  commencing on
April 1, 2004 and ending on December 31, 2004.  The maximum  number of shares an
Eligible  Employee  is  eligible  to  purchase  for any  Purchase  Period of one
calendar  year is  $25,000  valued  on the first  day of the  relevant  Purchase
Periods.  If,  as of the first day of each such  Purchase  Period,  an  Eligible
Employee  would be deemed for  purposes of Section  423(b)(3) of the Code to own
our stock  (including  any number of shares  which such  person is  entitled  to
purchase under the 2004 Employee  Stock Purchase Plan)  possessing 5% or more of
our total  combined  voting  power or value of all  classes  of our  stock,  the
maximum  number of shares such  person will be entitled to purchase  pursuant to
the 2004  Employee  Stock  Purchase  Plan will be  reduced.  Options  granted to
Eligible  Employees who fail to authorize payroll  deductions will automatically
lapse.

      In order to purchase  shares pursuant to an option,  an Eligible  Employee
must sign a Stock  Purchase  Agreement  and properly  return it as instructed or
electronically  enroll in the plan in advance of the first day of each  Purchase
Period.  By doing so, the employee  becomes a  Participant  in the 2004 Employee
Stock Purchase Plan. Under the Stock Purchase Agreement,  each Eligible Employee
who  elects  to  participate  in the 2004  Employee  Stock  Purchase  Plan  must
authorize contributions to the 2004 Employee Stock Purchase Plan through regular
payroll  deductions,  effective  as of the  first day of the  relevant  Purchase
Period. A Participant may authorize payroll  deductions from his or her cash W-2
compensation,   as   defined  in  the  2004   Employee   Stock   Purchase   Plan
("Compensation"),  for each payroll  period,  of a specified  percentage of such
compensation,  not less than 1% and not more than 15%, in  multiples  of 1%. The
amount of payroll  deduction  must be established at the beginning of a Purchase
Period and may not be altered, except for complete  discontinuance.  The payroll
deduction  authorized by a Participant will be credited to an individual account
maintained for the  Participant  under the 2004 Employee Stock Purchase Plan (an
"Account").

      For any particular  Purchase Period, the committee  administering the 2004
Employee  Stock  Purchase Plan may elect,  in advance,  a "Trust  Administration
Option" whereby the amounts of payroll deductions taken for Participants will be
deposited  regularly in a trust established by us with an institutional  trustee
for the benefit of Participants.  Unless withdrawn  earlier,  the funds held for
the respective  Participants (together with applicable earnings) will be applied
by the trustee on the Exercise  Date to purchase  shares of Class A Common Stock
for each such  Participant  in accordance  with the 2004 Employee Stock Purchase
Plan. We will pay all the expenses of trust  establishment  and  administration,
but will not have a lien  over,  reversionary  interest  in,  the trust  assets.
Withdrawals  by   Participants   during  a  Purchase   Period  while  the  Trust
Administration Option is in effect will entitle the withdrawing  Participants to
their respective  shares of earnings by the trust on their  accumulated  payroll
deductions.

      Shares  of Class A Common  Stock  acquired  pursuant  to the  exercise  of
options  under the 2004  Employee  Stock  Purchase  Plan and funded  pursuant to
payroll deductions as provided in the Stock Purchase Agreement are to be offered
and sold to Eligible  Employees  solely  pursuant to an  effective  Registration
Statement filed under the Securities Act of 1933, as amended.

      If there is credited to the Account of a  Participant  as of any  Exercise
Date an amount at least equal to the purchase  price  determined  under the 2004
Employee  Stock  Purchase  Plan of one  share of Class A  Common  Stock  for the
current Purchase Period, the Participant will purchase, and the we will sell, at
such price the largest  number of whole shares of Class A Common Stock which can
be purchased  with the amount  credited to his or her Account.  In no event will
fractional shares be issued. Any balance remaining in a Participant's Account at
the end of a Purchase  Period (not in excess of the purchase  price of one share
of Class A Common Stock) will be carried  forward into a  Participant's  Account
for the following Purchase Period.


                                     - 39 -



      No Participant  may, in any calendar year,  purchase such number of shares
under the 2004 Employee  Stock  Purchase Plan which,  when  aggregated  with all
other shares of our stock which he or she may be entitled to purchase  under any
other of our  employee  stock  purchase  plans which meets the  requirements  of
Section  423(b) of the Code,  exceeds  $25,000 in fair market  value.  Since the
exclusive  method for  purchasing  shares under the 2004 Employee Stock Purchase
Plan is through payroll  deductions  whose maximum limit is 15% of Compensation,
the 15% limitation  will be the effective  limit on purchases of stock under the
2004 Employee Stock Purchase Plan for substantially all employees.

      If, as of the Exercise Date in any Purchase  Period,  the aggregate  funds
available  for the  purchase of shares of Class A Common Stock would result in a
purchase of shares in excess of the maximum  number of shares then available for
purchase under the 2004 Employee Stock Purchase Plan, the number of shares which
would  otherwise be purchased by each  Participant  on the Exercise Date will be
reduced by a factor  relative to the  payroll  deduction  accumulation  for each
Participant.

FEDERAL INCOME TAX CONSEQUENCES

      The following  generally  summarizes  the United States federal income tax
consequences  that will arise with respect to participation in the 2004 Employee
Stock  Purchase Plan and with respect to the sale of common stock acquired under
the 2004 Employee Stock Purchase Plan.  This summary is based on the tax laws in
effect as of the date of this proxy statement. Changes to these laws could alter
the tax consequences described below.

TAX CONSEQUENCES TO PARTICIPANTS

      A  participant  will not have  income upon  enrolling  in the plan or upon
purchasing stock at the end of a Purchase Period.

      A participant may have both compensation income and a capital gain or loss
upon the sale of stock that was acquired under the plan. The amount of each type
of income and loss will depend on when the participant sells the stock.

      If the  participant  sells  the  stock  more  than  two  years  after  the
commencement  of the Purchase  Period  during which the stock was  purchased and
more than one year after the date that the participant purchased the stock, at a
profit (the sales proceeds exceed the purchase price), then the participant will
have compensation income equal to the lesser of:

      o     10% of the value of the stock on the day the offering commenced; and

      o     the participant's profit.

      Any excess profit will be long-term capital gain. If the participant sells
the stock at a loss (if sales  proceeds are less than the purchase  price) after
satisfying  these  waiting  periods,  then the loss will be a long-term  capital
loss.

      If the  participant  sells the stock  prior to  satisfying  these  waiting
periods, then he or she will have engaged in a disqualifying disposition. Upon a
disqualifying  disposition,  the participant will have compensation income equal
to the value of the  stock on the day he or she  purchased  the  stock  less the
purchase price.  The participant  also will have a capital gain or loss equal to
the difference  between the sales proceeds and the value of the stock on the day
he or she  purchased  the stock.  This capital gain or loss will be long-term if
the  participant has held the stock for more than one year and otherwise will be
short-term.

TAX CONSEQUENCES TO THE COMPANY

      There will be no tax consequences to us except that we will be entitled to
a deduction  when a participant  has  compensation  income upon a  disqualifying
disposition.  Any such deduction  will be subject to the  limitations of Section
162(m) of the Code.

      OUR BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  APPROVAL  OF OUR 2004
EMPLOYEE STOCK PURCHASE PLAN.


                                     - 40 -



               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

      Our Board of Directors  has,  subject to  stockholder  approval,  retained
PricewaterhouseCoopers  LLP as our  independent  auditors of for the year ending
December 31,  2004.  PricewaterhouseCoopers  LLP also served as our  independent
auditors for 2003.  Neither the  accounting  firm nor any of its members has any
direct  or  indirect  financial  interest  in or any  connection  with us in any
capacity other than as auditors.

      OUR  BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  RATIFICATION  OF THE
APPOINTMENT OF  PRICEWATERHOUSECOOPERS  LLP AS OUR INDEPENDENT  AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2004.

      One or more representatives of  PricewaterhouseCoopers  LLP is expected to
attend the Meeting and to have an opportunity to make a statement and/or respond
to appropriate questions from stockholders.

                             STOCKHOLDERS' PROPOSALS

      Stockholders who intend to have a proposal considered for inclusion in our
proxy  materials for  presentation  at our 2005 Annual  Meeting of  Stockholders
pursuant to Rule 14a-8 under the  Exchange  Act must submit the  proposal to our
Secretary  at our offices at 500  Glenpointe  Centre West,  Teaneck,  New Jersey
07666, in writing not later than December 27, 2004.

      Stockholders  who  intend to present a proposal  at such  meeting  without
inclusion of such proposal in our proxy  materials  pursuant to Rule 14a-8 under
the Exchange Act are required to provide  advance notice of such proposal to our
Secretary at the aforementioned address not later than March 11, 2005.

      If  we do  not  receive  notice  of a  stockholder  proposal  within  this
timeframe,  our  management  will use its  discretionary  authority  to vote the
shares that they represent as our Board may recommend.

      We  reserve  the  right  to  reject,  rule  out of  order,  or take  other
appropriate  action with respect to any proposal that does not comply with these
or other applicable requirements.

                    HOUSEHOLDING OF ANNUAL MEETING MATERIALS

      Some banks,  brokers and other nominee record holders may be participating
in the practice of  "householding"  proxy  statements and annual  reports.  This
means that only one copy of our proxy  statement or annual  report may have been
sent to multiple  stockholders  in your  household.  We will promptly  deliver a
separate copy of either document to you if you call or write us at the following
address or phone number: 500 Glenpointe Centre West,  Teaneck,  New Jersey 07666
(201) 801-0233.  If you want to receive separate copies of the annual report and
proxy statement in the future or if you are receiving  multiple copies and would
like to receive only one copy for your household,  you should contact your bank,
broker,  or other  nominee  record  holders,  or you may contact us at the above
address and phone number.

                                  OTHER MATTERS

      Our Board of  Directors  is not aware of any  matter to be  presented  for
action at the  Meeting  other than the  matters  referred  to above and does not
intend to bring any other matters before the Meeting.  However, if other matters
should come before the Meeting,  it is intended that holders of the proxies will
vote thereon in their discretion.

                                     GENERAL

      The  accompanying  proxy is  solicited  by and on  behalf  of our Board of
Directors,  whose notice of meeting is attached to this Proxy Statement, and the
entire cost of such solicitation will be borne by us.

      In  addition  to the use of mail,  proxies  may be  solicited  by personal
interview, telephone and telegram by our Directors, officers and other employees
who will not be specially  compensated for these services.  We will also request
that brokers,  nominees,  custodians and other  fiduciaries  forward  soliciting
materials  to the  beneficial  owners of shares held of record by such  brokers,
nominees,  custodians and other fiduciaries.  We will reimburse such persons for
their reasonable expenses in connection therewith.


                                     - 41 -



      Certain  information  contained  in this Proxy  Statement  relating to the
occupations  and security  holdings of our  Directors and officers is based upon
information received from the individual Directors and officers.

      COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION WILL FURNISH, WITHOUT CHARGE, A
COPY OF OUR REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003,  INCLUDING
FINANCIAL  STATEMENTS AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS,  TO EACH
OF OUR  STOCKHOLDERS  OF  RECORD  ON  APRIL  13,  2004,  AND TO EACH  BENEFICIAL
STOCKHOLDER  ON  THAT  DATE  UPON  WRITTEN  REQUEST  MADE  TO OUR  SECRETARY.  A
REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.


                                     - 42 -



      PLEASE DATE,  SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST  CONVENIENCE
IN THE  ENCLOSED  RETURN  ENVELOPE.  A PROMPT  RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.


                                          By Order of the Board of Directors



                                          Gordon Coburn,
                                          Secretary
Teaneck, New Jersey
April [   ], 2004


                                     - 43 -



                        ANNUAL MEETING OF STOCKHOLDERS OF

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                              CLASS A COMMON STOCK

                                  May 26, 2004

                Please date, sign and mail your proxy card in the
                     envelope provided as soon as possible.

                Please detach and mail in the envelope provided.







PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE. |X|

                                                                    
1.    ELECTION OF DIRECTORS
                                                                       Nominees:
      | |   For All Nominees                                           | |   Lakshmi Narayanan
      | |   Withhold Authority for All Nominees                        | |   John E. Klein
      | |   For All Except (See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s) mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: | |

2.    TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO (I) INCREASE        FOR      AGAINST      ABSTAIN
      THE NUMBER OF AUTHORIZED SHARES OF OUR CLASS A COMMON STOCK FROM          | |      | |          | |
      100,000,000 SHARES TO 325,000,000 SHARES AND (II) ELIMINATE THE
      AUTHORIZATION OF OUR CLASS B COMMON STOCK.

3.    TO AMEND OUR 1999 INCENTIVE COMPENSATION PLAN, AS AMENDED (THE            FOR      AGAINST      ABSTAIN
      "INCENTIVE PLAN"), TO (I) INCREASE THE MAXIMUM NUMBER OF SHARES OF        | |      | |          | |
      CLASS A COMMON STOCK  RESERVED FOR ISSUANCE FROM  18,000,000 TO
      19,000,000  SHARES AND TO RESERVE AN ADDITIONAL  1,000,000 SHARES OF
      CLASS A COMMON STOCK FOR ISSUANCE  UPON THE EXERCISE OF STOCK  OPTIONS
      OR FOR THE ISSUANCE OF OTHER AWARDS  GRANTED UNDER THE INCENTIVE PLAN,
      (II) PROVIDE THAT REPRICING OF STOCK OPTIONS MAY NOT OCCUR WITHOUT
      STOCKHOLDER  APPROVAL,  (III) PROVIDE FOR MINIMUM RESTRICTION PERIODS
      FOR STOCK BASED AWARDS,  OTHER THAN STOCK OPTIONS, (IV) PROVIDE THAT
      STOCK  OPTIONS MAY NOT BE GRANTED  BELOW FAIR MARKET VALUE AND
      (V) PROVIDE THAT ALL MATERIAL AMENDMENTS TO THE INCENTIVE
      PLAN SHALL BE SUBJECT TO STOCKHOLDER APPROVAL.

4.    TO ADOPT OUR 2004 EMPLOYEE STOCK PURCHASE PLAN.                           FOR      AGAINST      ABSTAIN
                                                                                | |      | |          | |

5.    TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS                FOR      AGAINST      ABSTAIN
      INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.               | |      | |          | |

6.    TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
      OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.

Please check the box if you are planning to attend the Meeting in person. | |

TO CHANGE THE ADDRESS ON YOUR  ACCOUNT,  PLEASE CHECK THE BOX AT RIGHT AND INDICATE  YOUR NEW ADDRESS IN THE ADDRESS  SPACE ABOVE.
PLEASE NOTE THAT CHANGES TO THE REGISTERED NAME(S) ON THE ACCOUNT MAY NOT BE SUBMITTED VIA THIS METHOD. | |

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

Signature of Class A Common Stockholder                    Date:
                                       --------------------     -------
Signature of Class A Common Stockholder                    Date:
                                       --------------------     -------
                                          IF HELD JOINTLY

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS PROXY. WHEN SHARES ARE HELD JOINTLY,  EACH HOLDER SHOULD SIGN. WHEN
SIGNING AS EXECUTOR, ADMINISTRATOR, ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF THE SIGNER IS A CORPORATION,
PLEASE SIGN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER, GIVING FULL TITLE AS SUCH. IF SIGNER IS A PARTNERSHIP,  PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.







                                                                      APPENDIX A

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                             Audit Committee Charter

A.    PURPOSE

      The purpose of the Audit  Committee  is to assist the Board of  Directors'
      oversight of the Company's  accounting and financial  reporting  processes
      and the audits of the Company's financial statements.

B.    STRUCTURE AND MEMBERSHIP

      1.    Number.  The Audit Committee shall consist of at least three members
            of the Board of Directors.

      2.    Independence.  Except as  otherwise  permitted  by the  applicable
            NASDAQ  rules,  each  member  of  the  Audit  Committee  shall  be
            independent  as defined by NASDAQ  rules,  meet the  criteria  for
            independence set forth in Rule 10A-3(b)(1)  under the Exchange Act
            (subject to the  exemptions  provided in  Rule 10A-3(c)),  and not
            have  participated in the preparation of the financial  statements
            of the  Company or any  current  subsidiary  of the Company at any
            time during the past three years.

      3.    Financial  Literacy.  Each member of the Audit  Committee  must be
            able to read  and  understand  fundamental  financial  statements,
            including the Company's balance sheet, income statement,  and cash
            flow  statement,  at the  time  of his or her  appointment  to the
            Audit Committee.  In addition,  at least one member must have past
            employment   experience  in  finance  or   accounting,   requisite
            professional  certification in accounting, or any other comparable
            experience  or  background   which  results  in  the  individual's
            financial  sophistication,  including being or having been a chief
            executive  officer,   chief  financial  officer  or  other  senior
            officer  with   financial   oversight   responsibilities.   Unless
            otherwise  determined  by the Board of  Directors  (in which  case
            disclosure  of such  determination  shall be made in the Company's
            annual  report  filed  with the SEC),  at least one  member of the
            Audit Committee  shall be an "audit  committee  financial  expert"
            (as defined by applicable SEC rules).

      4.    Chair.  Unless  the Board of  Directors  elects a Chair of the Audit
            Committee, the Audit Committee shall elect a Chair by majority vote.

      5.    Compensation.  The compensation of Audit Committee  members shall be
            as  determined  by the  Board of  Directors.  No member of the Audit
            Committee  may  receive,  directly or  indirectly,  any  consulting,
            advisory  or other  compensatory  fee from the Company or any of its
            subsidiaries,  other  than  fees  paid in his or her  capacity  as a
            member of the Board of Directors or a committee of the Board.

      6.    Selection  and  Removal.  Members  of the Audit  Committee  shall be
            appointed by the Board of Directors,  upon the recommendation of the
            Nominating and Corporate  Governance Committee Charter. The Board of
            Directors  may  remove  members  of the  Audit  Committee  from such
            committee, with or without cause.

C.    AUTHORITY AND RESPONSIBILITIES

      General
      -------

      The Audit Committee shall discharge its responsibilities, and shall assess
      the information  provided by the Company's  management and the independent
      auditor,   in  accordance  with  its  business  judgment.   Management  is
      responsible  for  the  preparation,  presentation,  and  integrity  of the
      Company's  financial


                                      A-1



      statements and for the  appropriateness  of the accounting  principles and
      reporting policies that are used by the Company.  The independent auditors
      are  responsible for auditing the Company's  financial  statements and for
      reviewing  the  Company's  unaudited  interim  financial  statements.  The
      authority and responsibilities set forth in this Charter do not reflect or
      create any duty or  obligation  of the Audit  Committee to plan or conduct
      any audit, to determine or certify that the Company's financial statements
      are complete,  accurate, fairly presented, or in accordance with generally
      accepted  accounting  principles  or  applicable  law, or to guarantee the
      independent auditor's report.

      Oversight of Independent Auditors
      ---------------------------------

      1.    Selection.   The  Audit  Committee  shall  be  solely  and  directly
            responsible   for  appointing,   evaluating,   retaining  and,  when
            necessary,  terminating the engagement of the  independent  auditor.
            The  Audit  Committee  may,  in  its  discretion,  seek  stockholder
            ratification of the independent auditor it appoints.

      2.    Independence.  The Audit  Committee  shall take, or recommend that
            the full Board of Directors  take,  appropriate  action to oversee
            the  independence of the independent  auditor.  In connection with
            this  responsibility,  the Audit Committee shall obtain and review
            a  formal   written   statement  from  the   independent   auditor
            describing all relationships  between the auditor and the Company,
            including  the  disclosures  required  by  Independence  Standards
            Board Standard  No. 1.  The Audit  Committee shall actively engage
            in   dialogue   with  the   auditor   concerning   any   disclosed
            relationships  or services that might impact the  objectivity  and
            independence of the auditor.

      3.    Compensation.  The  Audit  Committee  shall  have  sole  and  direct
            responsibility  for  setting  the  compensation  of the  independent
            auditor. The Audit Committee is empowered, without further action by
            the Board of Directors, to cause the Company to pay the compensation
            of the independent auditor established by the Audit Committee.

      4.    Preapproval of Services.  The Audit Committee  shall  preapprove all
            audit  services to be provided to the Company,  whether  provided by
            the  principal  auditor  or  other  firms,  and all  other  services
            (review,  attest and non-audit) to be provided to the Company by the
            independent auditor;  provided,  however,  that de minimis non-audit
            services may instead be approved in accordance  with  applicable SEC
            rules.

      5.    Oversight.  The  independent  auditor shall report directly to the
            Audit  Committee,  and the  Audit  Committee  shall  have sole and
            direct  responsibility  for overseeing the work of the independent
            auditor,  including  resolution of  disagreements  between Company
            management  and  the  independent   auditor  regarding   financial
            reporting.  In  connection  with its  oversight  role,  the  Audit
            Committee  shall,  from time to time as  appropriate,  receive and
            consider  the  reports  required  to be  made  by the  independent
            auditor regarding:

            -     critical accounting policies and practices;

            -     alternative  treatments within generally  accepted  accounting
                  principles  for  policies  and  practices  related to material
                  items  that  have  been  discussed  with  Company  management,
                  including   ramifications  of  the  use  of  such  alternative
                  disclosures and treatments, and the treatment preferred by the
                  independent auditor; and

            -     other material written  communications between the independent
                  auditor and Company management.

            In connection with its oversight  role, the Audit  Committee  should
            also  review  with the  independent  auditors,  from time to time as
            appropriate:


                                      A-2



            (i)   significant  risks  and  uncertainties  with  respect  to  the
                  quality, accuracy or fairness of presentation of the Company's
                  financial statements;

            (ii)  any accounting  adjustments that were noted or proposed by the
                  auditor but were "passed" (as immaterial or otherwise);

            (iii) any  "management"  or "internal  control"  letter  issued,  or
                  proposed to be issued, by the audit firm to the Company;

            (iv)  accounting for unusual transactions;

            (v)   adjustments  arising from audits that could have a significant
                  impact on the Company's financial reporting process; and

            (vi)  any  recent  SEC  comments  on  the   Company's  SEC  reports,
                  including in particular  any  unresolved or  future-compliance
                  comments.

      Audited Financial Statements
      ----------------------------

      6.    Review and Discussion.  The Audit Committee shall review and discuss
            with the Company's  management and independent auditor the Company's
            audited  financial  statements,  including  the matters  about which
            Statement on Auditing  Standards No. 61  (Codification of Statements
            on Auditing Standards, AU ss.380) requires discussion.

      7.    Recommendation to Board Regarding  Financial  Statements.  The Audit
            Committee  shall consider  whether it will recommend to the Board of
            Directors  that  the  Company's  audited  financial   statements  be
            included in the Company's Annual Report on Form 10-K.

      8.    Audit Committee Report.  The Audit Committee shall prepare an annual
            committee   report  for  inclusion  where  necessary  in  the  proxy
            statement of the Company  relating to its annual meeting of security
            holders.

      Review of Other Financial Disclosures
      -------------------------------------

      9.    Independent  Auditor Review of Interim Financial  Statements.  The
            Audit Committee  shall direct the  independent  auditor to use its
            best   efforts  to  perform  all  reviews  of  interim   financial
            information   prior  to   disclosure   by  the   Company  of  such
            information  and to discuss  promptly with the Audit Committee and
            the Chief Financial  Officer any matters  identified in connection
            with the auditor's review of interim  financial  information which
            are  required to be discussed by  applicable  auditing  standards.
            The Audit  Committee  shall direct  management to advise the Audit
            Committee  in the event  that the  Company  proposes  to  disclose
            interim   financial   information   prior  to  completion  of  the
            independent auditor's review of interim financial information.

      Controls and Procedures
      -----------------------

      10.   Oversight.  The  Audit  Committee  shall  coordinate  the Board of
            Directors'  oversight  of  the  Company's  internal  control  over
            financial  reporting,  disclosure controls and procedures and code
            of  conduct.  The Audit  Committee  shall  receive  and review the
            reports  of the  CEO  and  CFO  required  by  Rule  13a-14  of the
            Exchange Act. The Audit  Committee shall  periodically  review the
            complaint   procedures  to  confirm  that  they  are   effectively
            operating.

      11.   Procedures  for  Complaints.  The Audit  Committee  shall  establish
            procedures   for  (i)  the  receipt,   retention  and  treatment  of
            complaints  received by the Company regarding  accounting,  internal
            accounting controls or auditing matters;  and (ii) the confidential,
            anonymous  submission  by  employees  of  the  Company  of  concerns
            regarding questionable accounting or auditing matters.


                                      A-3



      12.   Related-Party  Transactions.  The Audit  Committee  shall review all
            "related party transactions" (defined as transactions required to be
            disclosed  pursuant  to Item 404 of  Regulation  S-K) on an  ongoing
            basis,  and all such  transactions  must be  approved  by the  Audit
            Committee.

      13.   Additional  Powers. The Audit Committee shall have such other duties
            as may be delegated from time to time by the Board of Directors.

D.    PROCEDURES AND ADMINISTRATION

      1.    Meetings.  The  Audit  Committee  shall  meet as  often  as it deems
            necessary  in order  to  perform  its  responsibilities.  The  Audit
            Committee  may also act by  unanimous  written  consent in lieu of a
            meeting.  The Audit  Committee  shall  periodically  meet separately
            with: (i) the independent auditor; (ii) Company management and (iii)
            the Company's internal auditors. The Audit Committee shall keep such
            records of its meetings as it shall deem appropriate.

      2.    Subcommittees.  The Audit Committee may form and delegate  authority
            to one or more subcommittees (including a subcommittee consisting of
            a single member),  as it deems  appropriate  from time to time under
            the  circumstances.  Any decision of a  subcommittee  to  preapprove
            audit,  review,  attest or non-audit  services shall be presented to
            the full Audit Committee at its next scheduled meeting.

      3.    Reports to Board.  The Audit Committee shall report regularly to the
            Board of Directors.

      4.    Charter.  At least  annually,  the Audit  Committee shall review and
            reassess  the adequacy of this  Charter and  recommend  any proposed
            changes to the Board of Directors for approval.

      5.    Independent Advisors.  The Audit Committee is authorized,  without
            further  action  by  the  Board  of  Directors,   to  engage  such
            independent  legal,  accounting  and  other  advisors  as it deems
            necessary or appropriate to carry out its  responsibilities.  Such
            independent  advisors may be the regular  advisors to the Company.
            The Audit  Committee is empowered,  without  further action by the
            Board of Directors,  to cause the Company to pay the  compensation
            of such advisors as established by the Audit Committee.

      6.    Investigations.  The Audit  Committee  shall have the  authority  to
            conduct or  authorize  investigations  into any  matters  within the
            scope  of  its   responsibilities  as  it  shall  deem  appropriate,
            including the authority to request any officer,  employee or advisor
            of the  Company  to meet with the Audit  Committee  or any  advisors
            engaged by the Audit Committee.

      7.    Funding. The Audit Committee is empowered, without further action by
            the Board of  Directors,  to cause the  Company to pay the  ordinary
            administrative expenses of the Audit Committee that are necessary or
            appropriate in carrying out its duties.


                                      A-4



                                                                      APPENDIX B

                            CERTIFICATE OF AMENDMENT

                                       TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

      The  undersigned,  for purposes of amending the  Restated  Certificate  of
Incorporation (the "Certificate") of Cognizant Technology Solutions Corporation,
a  corporation  organized  and  existing  under  and by  virtue  of the  General
Corporation Law of the State of Delaware, does hereby certify as follows:

      FIRST:      The  name  of  the   Corporation  is  Cognizant   Technology
Solutions Corporation (the "Corporation").

      SECOND:     The  Certificate  was filed with the Office of the Secretary
of State of the State of Delaware on February 7, 2003.

      THIRD:      That  Article  IV of the  Certificate  is hereby  amended to
read, in its entirety, as follows:

      "A.  The  total  number  of  shares  of all  classes  of stock  which  the
Corporation shall have authority to issue is 340,000,000  shares,  consisting of
(i)  325,000,000  shares  of Class A Common  Stock,  $0.01  par  value per share
("Common Stock"), and (ii) 15,000,000 shares of Preferred Stock, $0.10 par value
per share ("Preferred Stock").

      B. The number of authorized shares of any class or classes of stock may be
increased  or  decreased  (but not below  the  number  of  shares  thereof  then
outstanding) by the  affirmative  vote of the holders of a majority of the votes
entitled  to be cast by the  holders  of the  Common  Stock of the  Corporation,
voting  together as a single class,  irrespective  of the  provisions of Section
242(b)(2) of the GCL or any corresponding provision hereinafter enacted.

      C. The  following  is a  statement  of the  designations  and the  powers,
privileges  and rights,  and the  qualifications,  limitations  or  restrictions
thereof in respect of each class of capital stock of the Corporation.

      (1) COMMON STOCK.

      (a) General. The voting, dividend and liquidation rights of the holders of
the Common  Stock are subject to and  qualified  by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

      (b) Voting.  The holders of the Common  Stock shall have voting  rights at
all meetings of  stockholders,  each such holder being  entitled to one vote for
each share  thereof  held by such holder;  provided,  however,  that,  except as
otherwise required by law, holders of Common Stock shall not be entitled to vote
on any amendment to this  Certificate of Incorporation  (which,  as used herein,
shall mean the certificate of incorporation of the Corporation,  as amended from
time to time,  including  the terms of any  certificate  of  designation  of any
series  of  Preferred  Stock)  that  relates  solely to the terms of one or more
outstanding series of Preferred Stock if the holders of such affected series are
entitled,  either  separately  or together as a class with the holders of one or
more  other  such  series,  to vote  thereon  pursuant  to this  Certificate  of
Incorporation. There shall be no cumulative voting.

      (c) Dividends. Dividends may be declared and paid on the Common Stock from
funds  lawfully  available  therefor  as and  when  determined  by the  Board of
Directors and subject to any  preferential  dividend or other rights of any then
outstanding Preferred Stock.


                                      B-1



      (d) Liquidation.  Upon the  dissolution,  liquidation or winding up of the
Corporation,  whether voluntary or involuntary,  holders of Common Stock will be
entitled to receive all assets of the Corporation  available for distribution to
its  stockholders,  subject  to any  preferential  or other  rights  of any then
outstanding  Preferred Stock. For the purposes of this paragraph (C)(1)(d),  the
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
assets of the Corporation or a consolidation  or merger of the Corporation  with
one  or  more  other  corporations  (whether  or  not  the  Corporation  is  the
corporation  surviving such consolidation or merger) shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.

      The  number  of  authorized  shares of Common  Stock may be  increased  or
decreased (but not below the number of shares thereof then  outstanding)  by the
affirmative  vote of the holders of a majority  of the stock of the  Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the GCL
or any corresponding provision hereinafter enacted.

      (2) PREFERRED STOCK.

      Subject to the  limitations  and in the manner  provided by law, shares of
the Preferred Stock may be issued from time to time in series,  and the Board of
Directors  of the  Corporation  or a  duly-authorized  committee of the Board of
Directors  of the  Corporation,  in  accordance  with the  laws of the  State of
Delaware, is hereby authorized to determine or alter the relative rights, powers
(including voting powers),  preferences,  privileges and restrictions granted to
or  imposed  upon  Preferred  Stock or any wholly  unissued  series of shares of
Preferred Stock, and to increase or decrease (but not below the number of shares
of any series of Preferred Stock then  outstanding)  the number of shares of any
such series subsequent to the issue of shares of that series. In case the number
of shares of any series  shall be so  decreased,  the shares  constituting  such
decrease  shall upon the taking of any action  required by applicable law resume
the status  which they had prior to the  adoption of the  resolution  originally
fixing the number of shares of such series."

      FOURTH:  Except as expressly  amended herein,  all other provisions of the
Certificate,  including,  but not limited to, the Certificate of Designations of
the Series A Junior  Participating  Preferred Stock filed with the Office of the
Secretary  of State of the State of Delaware on March 6, 2003,  shall  remain in
full force and effect.

      FIFTH:  That the  foregoing  amendment  was duly  adopted  by the Board of
Directors and by the  stockholders  of the  Corporation  in accordance  with the
applicable  provisions of Section 228 and Section 242 of the General Corporation
Law of the State of Delaware.

                                * * * * * * *


                                      B-2



      IN WITNESS WHEREOF, the undersigned,  being a duly authorized officer of
the  Corporation,  does hereby  execute this  Certificate  of Amendment to the
Amended and Restated Certificate of Incorporation this ____ day of May, 2004.

                                    By:
                                         -------------------------------
                                         Lakshmi Narayanan
                                         President and Chief Executive Officer


                                      B-3



                                                                      APPENDIX C

                  COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

        2004 Amendment to 1999 Incentive Compensation Plan, as amended

     WHEREAS,  in April 2004,  the Board of Directors  of  Cognizant  Technology
Solutions Corporation (the "Company") deemed it to be advisable and in the bests
of the Company to further amend the Company's 1999 Incentive  Compensation Plan,
as amended (the "Incentive  Plan") to (i) increase the number of shares of Class
A  Common  Stock  of the  Corporation  reserved  for  issuance  thereunder  from
18,000,000  to  19,000,000  shares  (subject  to  adjustment  as provided in the
Incentive  Plan),  (ii)  provide that  repricing of stock  options may not occur
without stockholder approval,  (iii) provide for minimum restriction periods for
stock based awards,  other than stock  options,  (iv) provide that stock options
may not be granted  below fair market  value,  and (v) provide that all material
amendments to the Incentive Plan shall be subject to stockholder approval; and

      WHEREAS,  capitalized  terms used and not defined herein have the meanings
set forth in the Incentive Plan.

      NOW,  THEREFORE,  BE IT RESOLVED,  that the  Incentive  Plan be amended as
follows:

      SECTION 5.1
      -----------

      Section 5.1 of the Incentive  Plan, is hereby  amended and replaced in its
entirety by the following:

            "5.1  Available  Shares.  The  aggregate  number of shares of Common
Stock which shall be  available  for grants or payments of Awards under the Plan
during  its term  shall be  19,000,000  shares.  Such  shares  of  Common  Stock
available  for  issuance  under the Plan may be either  authorized  but unissued
shares,  shares of issued stock held in the Company's treasury,  or both, at the
discretion  of the Company,  and subject to any  adjustments  made in accordance
with  Section 5.2 below.  Any shares of Common  Stock  underlying  Awards  which
terminate by  expiration,  forfeiture,  cancellation  or  otherwise  without the
issuance of such shares shall again be available  for grants of Awards under the
Plan. Awards that are payable only in cash are not subject to this Section 5.1."

      SECTION 7.2
      -----------

      Section 7.2 of the Incentive  Plan, is hereby  amended and replaced in its
entirety by the following:

            "7.2 Exercise Price.  The Committee shall specify the exercise price
of each  Stock  Option  in the  Award  Agreement;  provided,  however,  that the
exercise  price of any ISO or  Nonqualified  Stock Option shall not be less than
100 percent of the Fair Market Value of the Common Stock on the date of grant."

      SECTION 16.2
      ------------

      The  final  paragraph  of  Section  16.2 of the  Incentive  Plan is hereby
amended and replaced in its entirety by the following:

            "In addition,  the Plan shall not be amended without the approval of
such amendment by the Company's  stockholders  if such amendment (i) is required
under the rules and  regulations of the stock exchange or national market system
on which the  Common  Stock is  listed,  (ii) will  disqualify  any ISO  granted
hereunder,  or (iii) is otherwise considered material in the reasonable judgment
of the Committee."


                                      C-1



      SECTION 17
      ----------

      The  following  sections  shall be inserted in Section 17 of the Incentive
Plan:

            "17.11 Prohibition on Repricing of Options. Notwithstanding anything
in the Plan to the contrary,  the Committee may not,  without the consent of the
Company's stockholders,  reprice any outstanding Award; provided,  however, that
stock splits,  stock  dividends  and similar  events as set forth in Section 5.2
herein shall not be deemed to be a repricing hereunder.

            17.12 Minimum Restriction Periods. Except as set forth in Section 14
herein  and  notwithstanding  any other  provision  set forth in the Plan to the
contrary,  (a) any Award  other  than a Stock  Option,  that is not  subject  to
performance  criteria  shall Vest over a period of at least three years in equal
installments  over such three year period,  and (b) any Award other than a Stock
Option,  that is subject to performance  criteria shall Vest over a period of at
least 12 months in equal installments."

      Except as  expressly  amended by this  amendment,  the  provisions  of the
Incentive Plan shall remain in full force and effect unamended hereby.

                                          The foregoing  amendments were adopted
                                          by the Board of  Directors  on ______,
                                          2004 and approved by the  stockholders
                                          on ______, 2004.

      I hereby  certify that the  foregoing is a full,  true and correct copy of
the 2004 Amendment to the Incentive Plan, as in effect on the date hereof.

Dated:       , 2004
      ------                              ------------------------------
                                          Gordon Coburn
                                          Secretary


                                      C-2



                                                                      APPENDIX D

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                        2004 EMPLOYEE STOCK PURCHASE PLAN

                                 I. DEFINITIONS
                                 --------------

      ACCOUNT means the Employee Stock Purchase Plan Account  established  for a
Participant under Section IX hereunder.

      BOARD OF DIRECTORS shall mean the Board of Directors of the Company.

      CODE shall mean the Internal Revenue Code of 1986, as amended.

      COMMITTEE shall mean the  Compensation  Committee  appointed and acting in
accordance with the terms of the Plan.

      COMMON STOCK shall mean shares of the Company's Class A Common Stock,  par
value $.01 per share,  and any security into which such stock shall be converted
or  shall  become  by  reason  of  changes  in  its  nature  such  as by  way of
recapitalization,  reclassification, changes in par value, merger, consolidation
or similar transaction.

      COMPANY shall mean Cognizant Technology Solutions Corporation,  a Delaware
corporation.  When used in the Plan with reference to employment,  Company shall
include Subsidiaries.

      COMPENSATION  shall mean the total cash  compensation  paid to an Eligible
Employee by the Company,  as  reportable  on IRS Form W-2.  Notwithstanding  the
foregoing,  Compensation shall exclude severance pay, stay-on bonuses, long term
bonuses,  retirement income,  change-in-control  payments,  contingent payments,
income  derived  from  stock  options,   stock  appreciation  rights  and  other
equity-based compensation and other forms of special remuneration.

      EFFECTIVE DATE shall mean April 1, 2004.

      ELIGIBLE  EMPLOYEES shall mean only those persons who, as of the first day
of a Purchase  Period,  are  Employees of the Company and who are not, as of the
day  preceding  the first day of the  Purchase  Period,  deemed for  purposes of
Section  423(b)(3) of the Code to own stock  possessing  5% or more of the total
combined voting power or value of all classes of stock of the Company.

      EMPLOYEES  shall  mean all  persons  who are  employed  by the  Company as
common-law  employees,  excluding  persons (i) whose customary  employment is 20
hours or less per week, or (ii) whose customary  employment is for not more than
five months in a calendar year.

      EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended.

      EXERCISE DATE shall mean the last day of a Purchase Period.

      FAIR  MARKET  VALUE  shall  mean as of any date:  (i) the  average  of the
closing  bid and  asked  prices on such  date of the  Common  Stock as quoted by
Nasdaq; or (ii), as the case may be, the last reported sales price of the Common
Stock on such date as reported by the Nasdaq  National  Market or the  principal
national  securities  exchange on which such stock is listed and  traded,  or in
each such case where  there is no trading  on such date,  on the first  previous
date on which there is such trading.

      PARTICIPANT  shall mean an Eligible  Employee who elects to participate in
the Plan under Section VII hereunder.


                                      D-1



      PLAN shall mean the Cognizant  Technology  Solutions  Corporation Employee
Stock Purchase Plan, as set forth herein and as amended from time to time.

      PURCHASE  PERIOD shall mean (a) for 2004,  the purchase  periods  shall be
quarterly  commencing on the Effective Date and ending on December 31, 2004; and
(b) thereafter,  purchase periods shall remain quarterly, unless modified by the
Committee not less than 60 days in advance of the  commencement of such modified
period.  A Purchase  Period shall begin on the first business day of, and end on
the last business day of, each such calendar  period.  The last Purchase  Period
under the Plan shall  terminate on or before the date of termination of the Plan
provided in Section XXIV.

      SUBSIDIARY shall mean any corporation which is a subsidiary of the Company
within the meaning of Section 425(f) of the Code.

      TERMINATION  OF SERVICE  shall mean the earliest of the  following  events
with  respect to a  Participant:  his  retirement,  death,  quit,  discharge  or
permanent separation from service with the Company.

      The masculine  gender includes the feminine,  the singular number includes
the  plural and the plural  number  includes  the  singular  unless the  context
otherwise requires.

                                   II. PURPOSE
                                   -----------

      It is the  purpose  of this  Plan to  provide  a  means  whereby  Eligible
Employees may purchase Common Stock through payroll  deductions.  It is intended
to provide a further  incentive for  Employees to promote the best  interests of
the  Company  and  to  encourage  stock  ownership  by  Employees  in  order  to
participate in the Company's economic progress.

      It is the  intention  of the  Company  to  have  the  Plan  qualify  as an
"employee stock purchase plan" within the meaning of Section 423 of the Code and
the  provisions of the Plan shall be construed in a manner  consistent  with the
Code.

                               III. ADMINISTRATION
                               -------------------

      The Plan shall be administered by the Compensation  Committee of the Board
of Directors.  The Committee  shall have authority to make rules and regulations
for the administration of the Plan, and its  interpretations  and decisions with
regard  thereto  shall be final and  conclusive.  The  Committee  shall have all
necessary  authority to communicate,  from time to time, with Eligible Employees
and  Participants  for  purposes of  administering  the Plan,  and shall  notify
Eligible  Employees  promptly of its  election  of the term of each  forthcoming
Purchase Period,  if other than a quarterly,  and of its election to utilize the
Trust Administration Option referred to in Section IX.

                                   IV. SHARES
                                   ----------

      There shall be 1,500,000  shares of Common Stock  reserved for issuance to
and purchase by Participants under the Plan, subject to adjustment in accordance
with Section XXI hereof. The shares of Common Stock subject to the Plan shall be
either shares of authorized but unissued  Common Stock or shares of Common Stock
reacquired by the Company.  Shares of Common Stock  involved in any  unexercised
portion of any  terminated  option  may again be subject to options to  purchase
granted under the Plan.

                                V. PURCHASE PRICE
                                -----------------

      The  purchase  price per  share of the  shares  of  Common  Stock  sold to
Participants  under this Plan for any Purchase Period shall be the lesser of (a)
90% of the Fair Market Value of a share of Common Stock on the first day of such
Purchase Period,  or (b) 90% of the Fair Market Value of a share of Common Stock
on the Exercise Date of such Purchase Period.


                                      D-2



                     VI. GRANT OF OPTION TO PURCHASE SHARES
                     --------------------------------------

      Each Eligible  Employee shall be granted an option  effective on the first
day of each Purchase  Period to purchase a number of full shares of Common Stock
(subject to adjustment as provided in Section XXI). No Eligible  Employee  shall
be  permitted to purchase  shares under this Plan (or under any other  "employee
stock  purchase  plan" within the meaning of Section  423(b) of the Code, of the
Company ) with an aggregate Fair Market Value (as determined as of the first day
of the Purchase  Period) in excess of $25,000 for any one  calendar  year within
the  meaning of Section  423(b)(8)  of the Code.  For a given  Purchase  Period,
payroll  deductions  shall commence on the first day of the Purchase  Period and
shall end on the related  Exercise Date,  unless sooner altered or terminated as
provided in the Plan.

      Anything herein to the contrary  notwithstanding,  if, as of the first day
of a  Purchase  Period,  any  Eligible  Employee  entitled  to  purchase  shares
hereunder  would be deemed for the purposes of Section  423(b)(3) of the Code to
own stock (including any number of shares which such person would be entitled to
purchase hereunder)  possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company, the maximum number of shares which
such person shall be entitled to purchase  pursuant to the Plan shall be reduced
to that number  which when added to the number of shares of stock of the Company
which such person is so deemed to own (excluding any number of shares which such
person would be entitled to purchase hereunder), is one less than such 5%.

                          VII. ELECTION TO PARTICIPATE
                          ----------------------------

      An Eligible  Employee  may elect to become a  Participant  in this Plan by
completing a "Stock Purchase Agreement" form or otherwise indicating an election
via electronic  enrollment prior to the first day of the Purchase Period. In the
Stock Purchase Agreement,  the Eligible Employee shall authorize regular payroll
deductions  from his  Compensation  subject to the  limitations  in Section VIII
below.  Options  granted to Eligible  Employees  who fail to  authorize  payroll
deductions will automatically lapse. If a Participant's payroll deductions allow
him to purchase fewer than the maximum number of shares of Common Stock to which
his option entitles him, the option with respect to the shares which he does not
purchase will lapse as of the last day of the Purchase Period.

      The execution and delivery of the Stock Purchase  Agreement as between the
Participant  and the Company  shall be  conditioned  upon the  compliance by the
Company at such time with Federal (and any applicable state) securities laws.

                            VIII. PAYROLL DEDUCTIONS
                            ------------------------

      An  Eligible   Employee  may  authorize   payroll   deductions   from  his
Compensation  for  each  payroll  period  of  a  specified  percentage  of  such
Compensation, not less than 1% and not more than 15%, in multiples of 1%.

      The  amount  of  payroll  deduction  shall  be  established  prior  to the
beginning  of a Purchase  Period  and may not be  altered,  except for  complete
discontinuance under Section XI, XIII or XIV hereunder.

                     IX. EMPLOYEE STOCK PURCHASE ACCOUNT
                         AND TRUST ADMINISTRATION OPTION
                     -----------------------------------

      An  Employee  Stock  Purchase   Account  will  be  established   for  each
Participant  in the Plan.  Payroll  deductions  made under  Section VIII will be
credited to the individual Accounts.  In the event the Committee determines with
respect to any Purchase Period, not to utilize the "Trust Administration Option"
set forth in the next paragraph,  no interest or other earnings will be credited
to a Participant's Account.

      With respect to any one or more Purchase Periods,  the Committee may elect
to utilize,  in  addition  to the  separate  accounting  for payroll  deductions
provided  in the Plan,  the option to  administer  the  funding of the  Accounts
through a trust  established  pursuant to a trust agreement  between the Company
and an  institution  exercising  fiduciary  powers  (the  "Trust  Administration
Option") as hereinafter set forth in this  paragraph.  The Company shall provide
for the funding of each Account on a regular basis during each  Purchase  Period
reflecting  payroll  deductions


                                      D-3



of  Participants  and  shall  cause  such  sums to be  deposited  within 15 days
following such  deductions in a trust account at such  institution and upon such
terms as are  established  by the  Committee.  The trust account assets shall be
invested in shares of a tax-exempt  money-market  registered  investment company
designated in the trust agreement, which designation shall not be changed during
the Purchase  Period.  Assets  deposited in the aforesaid trust account shall be
commingled,  but a  separate  accounting  shall be kept  for each  Participant's
interest therein. Each Participant shall be credited with his allocable share of
the  earnings of the trust  account,  which  credits  shall be reflected in each
Participant's  Account balance hereunder.  At all times, the funds in such trust
account shall be considered the property of the respective Participants,  and no
part of the trust account assets may at any time revert to, or be subject to any
lien or claim of, the Company; provided, however, that such trust account assets
may be used only for the  purchase  of shares as provided in Section X hereof or
for withdrawal by or return to Participants (or their beneficiaries) as provided
in Sections XI, XIII or XXIV hereof.

                              X. PURCHASE OF SHARES
                              ---------------------

      If,  as of any  Exercise  Date,  there is  credited  to the  Account  of a
Participant  an  amount  at least  equal to the  purchase  price of one share of
Common Stock for the current  Purchase  Period,  as determined in Section V, the
Participant  shall buy and the  Company  shall  sell at such  price the  largest
number of whole shares of Common Stock which can be purchased with the amount in
his Account.

      Any balance remaining in a Participant's  Account at the end of a Purchase
Period will be carried forward into the Participant's  Account for the following
Purchase  Period.  In no event will the balance  carried  forward be equal to or
exceed the purchase  price of one share of Common Stock as determined in Section
V above.  Notwithstanding the foregoing  provisions of this paragraph,  if as of
any Exercise Date the  provisions  of Section XV are  applicable to the Purchase
Period ending on such  Exercise  Date,  and the Committee  reduces the number of
shares which would otherwise be purchased by Participants on such Exercise Date,
the entire balance  remaining  credited to the Account of each Participant after
the purchase of the applicable number of shares of Common Stock on such Exercise
Date  shall be  refunded  to each such  Participant.  Except  with  respect to a
Purchase Period for which the Trust  Administration  Option has been elected, no
refund of an Account  balance made pursuant to the Plan shall include any amount
in respect of interest or other imputed earnings.

      Anything herein to the contrary  notwithstanding,  no Participant  may, in
any calendar  year,  purchase a number of shares of Common Stock under this Plan
which,  together  with  all  other  shares  of  stock  of the  Company  and  its
Subsidiaries  which he may be  entitled to purchase in such year under all other
employee stock purchase plans of the Company and its subsidiaries which meet the
requirements  of Section 423(b) of the Code, have an aggregate Fair Market Value
(measured as of the first day of each applicable  Purchase  Period) in excess of
$25,000.  The limitation described in the preceding sentence shall be applied in
a manner consistent with Section 423(b)(8) of the Code.

                                 XI. WITHDRAWAL
                                 --------------

      A Participant may withdraw from the Plan at any time prior to the Exercise
Date of a Purchase Period by filing a notice of withdrawal. Upon a Participant's
withdrawal,  the payroll  deductions shall cease for the next payroll period and
the  entire  amount  credited  to his  Account  shall be  refunded  to him.  Any
Participant who withdraws from the Plan may again become a Participant hereunder
at the start of the next Purchase Period in accordance with Section VII.

                       XII. ISSUANCE OF STOCK CERTIFICATES
                       -----------------------------------

      The shares of Common  Stock  purchased  by a  Participant  shall,  for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise  Date.  Prior to that  date,  none of the  rights  or  privileges  of a
stockholder  of the  Company  shall  exist with  respect to such  shares.  Stock
certificates  shall be registered either in the Participant's name or jointly in
the names of the Participant and his spouse,  as the Participant shall designate
in his Stock Purchase Agreement.  Such designation may be changed at any time by
filing notice  thereof.  Certificates  representing  shares of purchased  Common
Stock shall be delivered promptly to the Participant following issuance.


                                      D-4



                          XIII. TERMINATION OF SERVICE
                          ----------------------------

      (a) Upon a Participant's  Termination of Service for any reason other than
death or  voluntary  termination  of  employment  on or after  attaining  age 55
("Retirement"),  no payroll  deduction may be made from any Compensation due him
as of the date of his Termination of Service and the entire balance  credited to
his Account shall be automatically refunded to him.

      (b) Upon a Participant's  Retirement,  no payroll  deduction shall be made
from  any  Compensation  due  him  as of the  date  of  his  retirement.  Such a
Participant may, prior to Retirement, elect:

(1) to have the  entire  amount  credited  to his  Account as of the date of his
Retirement refunded to him, or

(2) to have the entire amount  credited to his Account held therein and utilized
to purchase shares on the Exercise Date as provided in Section X.

      (c) Upon the death of a Participant,  no payroll  deduction  shall be made
from any  Compensation  due him at time of death,  and the entire balance in the
deceased  Participant's  Account shall be paid to the  Participant's  designated
beneficiary, or otherwise to his estate.

                  XIV. AUTHORIZED LEAVE OF ABSENCE, DISABILITY
                  --------------------------------------------

      Payroll deductions shall cease during a period of absence without pay from
work due to a Participant's  authorized leave of absence,  disability or for any
other reason.  If such  Participant  shall return to active service prior to the
Exercise  Date for the current  Purchase  Period,  payroll  deductions  shall be
resumed in accordance with his prior authorization.

      If the  Participant  shall  not  return  to  active  service  prior to the
Exercise Date for the current Purchase Period, the balance of his Stock Purchase
Account  will be used to  purchase  shares on the  Exercise  Date as provided in
Section X, unless the Participant elects to withdraw from the Plan in accordance
with Section XI.

                 XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
                 ----------------------------------------------

      In the event that on any Exercise Date the aggregate  funds  available for
the purchase of shares of Common Stock pursuant to Section X hereof would result
in  purchases  of shares in excess of the number of shares of Common  Stock then
available  for purchase  under the Plan,  the  Committee  shall  proportionately
reduce  the  number  of  shares  which  would  otherwise  be  purchased  by each
Participant  on the  Exercise  Date in order to eliminate  such excess,  and the
provisions of the second paragraph of Section X shall apply.

                          XVI. RIGHTS NOT TRANSFERABLE
                          ----------------------------

      The  right  to  purchase  shares  of  Common  Stock  under  this  Plan  is
exercisable only by the Participant  during his lifetime and is not transferable
by him. If a Participant attempts to transfer his right to purchase shares under
the Plan, he shall be deemed to have requested  withdrawal from the Plan and the
provisions of Section XI hereof shall apply with respect to such Participant.

                     XVII. NO OBLIGATION TO EXERCISE OPTION
                     --------------------------------------

      Granting of an option  under this Plan shall  impose no  obligation  on an
Eligible Employee to exercise such option.

                   XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT
                   -------------------------------------------

      Granting of an option  under this Plan shall  imply no right of  continued
employment with the Company for any Eligible Employee.


                                      D-5



                                   XIX. NOTICE
                                   -----------

      Any notice which an Eligible  Employee or  Participant  files  pursuant to
this Plan  shall be in  writing  and shall be  delivered  personally  or by mail
addressed to the Committee, c/o Chief Executive Officer at 500 Glenpointe Center
West,  Teaneck,  New Jersey  07666 or such other  person or  location  as may be
specified by the Committee.

                             XX. REPURCHASE OF STOCK
                             -----------------------

      The  Company  shall not be  required to  repurchase  from any  Participant
shares of Common Stock acquired under this Plan.

               XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
               --------------------------------------------------

      The  aggregate  number of shares of Common  Stock  which may be  purchased
pursuant  to options  granted  hereunder,  the number of shares of Common  Stock
covered by each outstanding option, and the purchase price thereof for each such
option  shall be  appropriately  adjusted  for any  increase  or decrease in the
number of  outstanding  shares of Common Stock  resulting  from a stock split or
other  subdivision  or  consolidation  of shares  of  Common  Stock or for other
capital  adjustments or payments of stock  dividends or  distributions  or other
increases  or  decreases  in the  outstanding  shares of Common  Stock  affected
without receipt of consideration of the Company.

      Subject to any required action by the  stockholders,  if the Company shall
be the surviving  corporation  in any merger,  reorganization  or other business
combination,  any option granted  hereunder  shall cover the securities or other
property  to which a holder of the number of shares of Common  Stock  would have
been entitled  pursuant to the terms of the merger. A dissolution or liquidation
of the  Company  or a merger or  consolidation  in which the  Company is not the
surviving entity shall cause every option outstanding hereunder to terminate.

      The foregoing  adjustments  and the manner of application of the foregoing
provisions shall be determined by the Committee in its sole discretion. Any such
adjustment shall provide for the elimination of any fractional share which might
otherwise become subject to an option.

                           XXII. AMENDMENT OF THE PLAN
                           ---------------------------

      The Board of Directors may, without the consent of the Participants, amend
the Plan at any  time,  provided  that no such  action  shall  adversely  affect
options theretofore  granted hereunder,  and provided that no such action by the
Board of Directors, without approval of the Company's stockholders, may:

      (a)  increase  the total  number of  shares of Common  Stock  which may be
purchased by all Participants, except as contemplated in Section XXI;

      (b) change the class of Employees  eligible to receive  options  under the
Plan;

      (c) decrease the minimum purchase price under Section V;

      (d) extend a Purchase Period hereunder; or

      (e) extend the term of the Plan.

                        XXIII. INTERNATIONAL PARTICIPANTS
                        ---------------------------------

      With respect to Eligible  Employees  who reside or work outside the United
States of America, the Committee may, in its sole discretion, amend the terms of
the Plan with respect to such Eligible  Employees in order to conform such terms
with the requirements of local law.


                                      D-6



                             XXIV. TERM OF THE PLAN
                             ----------------------

      This  Plan  shall  become  effective  as of the  Effective  Date  upon its
adoption by the Board of Directors,  provided that it is approved at a duly-held
meeting of stockholders of the Company, by an affirmative  majority of the total
votes  present  and voting  thereat,  within 12 months  after the earlier of the
Effective Date or the date of adoption by the Board of Directors. If the Plan is
not so  approved,  no Common  Stock  shall be  purchased  under the Plan and the
balance  of  each  Participant's  Account  shall  be  promptly  returned  to the
Participant.  The Plan shall  continue in effect  until all shares  reserved for
issuance  pursuant  to Article  IV have been  granted  to  Participants,  unless
terminated  prior thereto  pursuant to Section XV or XXI hereof,  or pursuant to
the next  succeeding  sentence.  The Board of Directors  shall have the right to
terminate  the Plan at any time,  effective as of the next  succeeding  Exercise
Date. In the event of the termination of the Plan, outstanding options shall not
be  affected,  except to the extent  provided  in  Section XV and any  remaining
balance  credited  to the  Account  of  each  Participant  as of the  applicable
Exercise Date shall be refunded to each such Participant.