As filed with the Securities and Exchange Commission on April 14, 2004
                                                  Registration No. 333-[       ]
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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


                    Delaware                              13-3728359
------------------------------------------------ -------------------------------
 (State or Other Jurisdiction of Incorporation         (I.R.S. Employer
                or Organization)                      Identification No.)


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

                        2004 Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                                  Gordon Coburn
               Executive Vice President, Chief Financial Officer,
                             Treasurer and Secretary
                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)


                                 (201) 801-0233
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                    Proposed
                                     Maximum       Proposed
   Title of                         Offering        Maximum       Amount of
Securities to     Amount to be       Price Per      Aggregate     Registration
be Registered     Registered(1)       Share      Offering Price       Fee
-------------------------------------------------------------------------------
Class A
Common Stock,
$0.01 par
value per
share.........  1,500,000 shares(2)   $46.95(3)    $70,425,000(3)   $8,922.85
===============================================================================
(1)   In accordance  with Rule 416 under the Securities Act of 1933, as amended,
      this  registration  statement  shall be  deemed  to cover  any  additional
      securities  that may from time to time be  offered  or  issued to  prevent
      dilution   resulting  from  stock  splits,   stock  dividends  or  similar
      transactions.

(2)   Consists of 1,500,000  shares of Class A Common Stock  issuable  under the
      2004 Employee Stock Purchase Plan.

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  as
      amended,  and based  upon the  average  of the high and low  prices of the
      Registrant's  Class A Common  Stock as  reported  on the  Nasdaq  National
      Market on April 12, 2004.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

      The information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The written statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Registrant is subject to the informational and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

      (a) The Registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange  Act or the latest  prospectus  filed  pursuant to Rule
424(b) under the Securities Act that contains audited  financial  statements for
the Registrant's latest fiscal year for which such statements have been filed.

      (b) All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

      (c)  The  description  of the  securities  contained  in the  Registrant's
registration  statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

      All documents  subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.


                                     - 1 -
<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Hale and Dorr LLP has opined as to the  legality of the  securities  being
offered by this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subsection  (a) of Section 145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      Subsection  (b) of Section 145 empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

      Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

      The Registrant's  Amended and Restated By-laws provide that the Registrant
shall  indemnify,  to the full extent that it shall have power under  applicable
law to do so and in a manner  permitted  by such law,  any  person  (a  "Covered
Person")  made or threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding whether civil, criminal,  administrative or
investigative,  by reason



                                     - 2 -
<PAGE>


of the  fact  that  he is or  was a  director  or  officer  of  the  Registrant.
Notwithstanding the preceding sentence,  except as specifically  provided in the
Registrant's  Amended and Restated By-laws,  the Registrant shall be required to
indemnify a Covered  Person in  connection  with a proceeding  (or part thereof)
commenced by such Covered Person only if the commencement of such proceeding (or
part thereof) by the Covered  Person was  authorized in the specific case by the
Board of Directors of the Registrant. The Registrant shall to the fullest extent
not prohibited by applicable law pay the expenses  (including  attorneys'  fees)
incurred by a Covered Person in defending any proceeding in advance of its final
disposition,  provided,  however,  that,  to the extent  required  by law,  such
payment of expenses in advance of the final  disposition of the proceeding shall
be made only upon receipt of an  undertaking  by the Covered Person to repay all
amounts  advanced if it should be ultimately  determined that the Covered Person
is not entitled to be indemnified  under the  Registrant's  Amended and Restated
By-laws or otherwise. The Registrant may indemnify, to the full extent permitted
by such law, any person made or threatened to be made a party to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by  reason  of the fact that he is or was an
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant  as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise.  If  a  claim  for
indemnification  (following  the  final  disposition  of  such  action,  suit or
proceeding) or advancement of expenses under  Registrant's  Amended and Restated
By-laws is not paid in full within thirty days after a written claim therefor by
the Covered Person has been received by the  Registrant,  the Covered Person may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part,  shall be entitled to be paid the expense of prosecuting such claim.
In any such  action the  Registrant  shall  have the burden of proving  that the
Covered Person is not entitled to the requested  indemnification  or advancement
of  expenses  under  applicable  law.  The   indemnification   provided  in  the
Registrant's  Amended and Restated  By-laws shall not be deemed exclusive of any
other  rights to which any person  indemnified  may be  entitled  under  by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office, and shall continue as to a person who has ceased to be such
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

      The Registrant has executed  indemnification  agreements  with each of its
officers and directors  pursuant to which the Registrant has agreed to indemnify
such parties to the full extent permitted by law, subject to certain exceptions,
if such party  becomes  subject to an action  because  such party is a director,
officer, employee, agent or fiduciary of the Registrant.

      Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This Section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This Section also
will have no effect on claims  arising under the federal  securities  laws.  The
Registrant's  Restated  Certificate  of  Incorporation  provides that a director
shall  not be  personally  liable  to the  Registrant  or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (a) for any breach of the director's duty of loyalty to the Registrant
and its  stockholders;  (b) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct or knowing violations of law; (c) under Section
174 of the Delaware  General  Corporation  Law; or (d) for any transaction  from
which the director derived an improper personal benefit.

      The  Registrant  has obtained  liability  insurance for the benefit of its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors or officers of the Registrant  (or any subsidiary  thereof) due to any
breach of


                                     - 3 -
<PAGE>


duty, neglect, error, misstatement,  misleading statement,  omission or act done
by such directors and officers, except as prohibited by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The Exhibit  Index  immediately  preceding  the  exhibits is  incorporated
herein by reference.

ITEM 9.   UNDERTAKINGS.

      1. The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      provided,  however,  that  paragraphs  (i) and  (ii) do not  apply  if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission  by the  Registrant  pursuant to Section 13 or Section 15(d) of
      the Exchange Act that are  incorporated  by reference in the  registration
      statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      2. The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or


                                     - 4 -
<PAGE>


otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                     - 5 -
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Teaneck, New Jersey, on this 14th day of April, 2004.

                                    COGNIZANT TECHNOLOGY
                                    SOLUTIONS CORPORATION

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



<PAGE>


                        POWER OF ATTORNEY AND SIGNATURES

      We,  the  undersigned  officers  and  directors  of  Cognizant  Technology
Solutions Corporation, hereby severally constitute and appoint Gordon Coburn and
Steven  Schwartz,  and each of them singly,  our true and lawful  attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  registration  statement on Form S-8 filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and directors to enable  Cognizant  Technology  Solutions
Corporation  to comply with the  provisions  of the  Securities  Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  hereby
ratifying  and  confirming  our  signatures  as they may be  signed  by our said
attorneys,  or any of  them,  to  said  registration  statement  and any and all
amendments thereto.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                     Title                    Date
        ---------                     -----                    ----

/s/ Lakshmi Narayanan       President, Chief Executive        April 14, 2004
-----------------------     Officer and Director
Lakshmi Narayanan           (Principal Executive Officer)


/s/ Gordon Coburn           Executive Vice President,         April 14, 2004
-----------------------     Chief Financial Officer,
Gordon Coburn               Treasurer and Secretary
                            (Principal financial and
                            accounting officer)


/s/ John E. Klein           Chairman of the Board and         April 14, 2004
-----------------------     Director
John E. Klein


/s/ Thomas M. Wendel        Director                          April 14, 2004
-----------------------
Thomas M. Wendel


/s/ Robert W. Howe          Director                          April 14, 2004
-----------------------
Robert W. Howe


/s/ Venetia Kontogouris     Director                         April 14, 2004
------------------------
Venetia Kontogouris


                            Director                         April 14, 2004
-----------------------
Robert W. Weissman



<PAGE>


                                INDEX TO EXHIBITS


Number              Description
------              -----------

5                   Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1                Consent of Hale and Dorr LLP (included in Exhibit 5)

23.2                Consent of PricewaterhouseCoopers LLP

24                  Power of attorney (included on the signature pages of this
                    registration statement)
[{"type": "S-8", "sequence": "1", "filename": "forms8_2004plan.txt", "description": "COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION", "secsgml_size_bytes": 24582}]
{"company-data": {"conformed-name": "COGNIZANT TECHNOLOGY SOLUTIONS CORP", "cik": "0001058290", "assigned-sic": "7371", "irs-number": "133728359", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114464", "film-number": "04733257"}, "business-address": {"street1": "500 GLENPOINTE CENTRE WEST", "street2": "7TH FLOOR", "city": "TEANECK", "state": "NJ", "zip": "07666", "phone": "2018010233"}, "mail-address": {"street1": "500 GLENPOINTE CENTRE WEST", "street2": "7TH FLOOR", "city": "TEANECK", "state": "NJ", "zip": "07666"}}
As filed with the Securities and Exchange Commission on April 14, 2004
                                                  Registration No. 333-[       ]
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                    Delaware                              13-3728359
------------------------------------------------ -------------------------------
 (State or Other Jurisdiction of Incorporation         (I.R.S. Employer
                or Organization)                      Identification No.)

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

                        2004 Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                  Gordon Coburn
               Executive Vice President, Chief Financial Officer,
                             Treasurer and Secretary
                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (201) 801-0233
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                    Proposed
                                     Maximum       Proposed
   Title of                         Offering        Maximum       Amount of
Securities to     Amount to be       Price Per      Aggregate     Registration
be Registered     Registered(1)       Share      Offering Price       Fee
-------------------------------------------------------------------------------
Class A
Common Stock,
$0.01 par
value per
share.........  1,500,000 shares(2)   $46.95(3)    $70,425,000(3)   $8,922.85
===============================================================================
(1)   In accordance  with Rule 416 under the Securities Act of 1933, as amended,
      this  registration  statement  shall be  deemed  to cover  any  additional
      securities  that may from time to time be  offered  or  issued to  prevent
      dilution   resulting  from  stock  splits,   stock  dividends  or  similar
      transactions.

(2)   Consists of 1,500,000  shares of Class A Common Stock  issuable  under the
      2004 Employee Stock Purchase Plan.

(3)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  as
      amended,  and based  upon the  average  of the high and low  prices of the
      Registrant's  Class A Common  Stock as  reported  on the  Nasdaq  National
      Market on April 12, 2004.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

      The information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The written statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Registrant is subject to the informational and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

      (a) The Registrant's  latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange  Act or the latest  prospectus  filed  pursuant to Rule
424(b) under the Securities Act that contains audited  financial  statements for
the Registrant's latest fiscal year for which such statements have been filed.

      (b) All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above.

      (c)  The  description  of the  securities  contained  in the  Registrant's
registration  statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

      All documents  subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

                                     - 1 -
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Hale and Dorr LLP has opined as to the  legality of the  securities  being
offered by this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subsection  (a) of Section 145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      Subsection  (b) of Section 145 empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

      Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or  arising  out of his or her  status  as  such  whether  or not  the
corporation  would  have  the  power  to  indemnify  him  or  her  against  such
liabilities under Section 145.

      The Registrant's  Amended and Restated By-laws provide that the Registrant
shall  indemnify,  to the full extent that it shall have power under  applicable
law to do so and in a manner  permitted  by such law,  any  person  (a  "Covered
Person")  made or threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding whether civil, criminal,  administrative or
investigative,  by reason

                                     - 2 -
of the  fact  that  he is or  was a  director  or  officer  of  the  Registrant.
Notwithstanding the preceding sentence,  except as specifically  provided in the
Registrant's  Amended and Restated By-laws,  the Registrant shall be required to
indemnify a Covered  Person in  connection  with a proceeding  (or part thereof)
commenced by such Covered Person only if the commencement of such proceeding (or
part thereof) by the Covered  Person was  authorized in the specific case by the
Board of Directors of the Registrant. The Registrant shall to the fullest extent
not prohibited by applicable law pay the expenses  (including  attorneys'  fees)
incurred by a Covered Person in defending any proceeding in advance of its final
disposition,  provided,  however,  that,  to the extent  required  by law,  such
payment of expenses in advance of the final  disposition of the proceeding shall
be made only upon receipt of an  undertaking  by the Covered Person to repay all
amounts  advanced if it should be ultimately  determined that the Covered Person
is not entitled to be indemnified  under the  Registrant's  Amended and Restated
By-laws or otherwise. The Registrant may indemnify, to the full extent permitted
by such law, any person made or threatened to be made a party to any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by  reason  of the fact that he is or was an
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant  as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise.  If  a  claim  for
indemnification  (following  the  final  disposition  of  such  action,  suit or
proceeding) or advancement of expenses under  Registrant's  Amended and Restated
By-laws is not paid in full within thirty days after a written claim therefor by
the Covered Person has been received by the  Registrant,  the Covered Person may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part,  shall be entitled to be paid the expense of prosecuting such claim.
In any such  action the  Registrant  shall  have the burden of proving  that the
Covered Person is not entitled to the requested  indemnification  or advancement
of  expenses  under  applicable  law.  The   indemnification   provided  in  the
Registrant's  Amended and Restated  By-laws shall not be deemed exclusive of any
other  rights to which any person  indemnified  may be  entitled  under  by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office, and shall continue as to a person who has ceased to be such
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

      The Registrant has executed  indemnification  agreements  with each of its
officers and directors  pursuant to which the Registrant has agreed to indemnify
such parties to the full extent permitted by law, subject to certain exceptions,
if such party  becomes  subject to an action  because  such party is a director,
officer, employee, agent or fiduciary of the Registrant.

      Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This Section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper  personal  benefit.  This Section also
will have no effect on claims  arising under the federal  securities  laws.  The
Registrant's  Restated  Certificate  of  Incorporation  provides that a director
shall  not be  personally  liable  to the  Registrant  or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (a) for any breach of the director's duty of loyalty to the Registrant
and its  stockholders;  (b) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct or knowing violations of law; (c) under Section
174 of the Delaware  General  Corporation  Law; or (d) for any transaction  from
which the director derived an improper personal benefit.

      The  Registrant  has obtained  liability  insurance for the benefit of its
directors  and officers  which  provides  coverage  for losses of directors  and
officers for  liabilities  arising out of claims  against such persons acting as
directors or officers of the Registrant  (or any subsidiary  thereof) due to any
breach of

                                     - 3 -
duty, neglect, error, misstatement,  misleading statement,  omission or act done
by such directors and officers, except as prohibited by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The Exhibit  Index  immediately  preceding  the  exhibits is  incorporated
herein by reference.

ITEM 9.   UNDERTAKINGS.

      1. The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      provided,  however,  that  paragraphs  (i) and  (ii) do not  apply  if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission  by the  Registrant  pursuant to Section 13 or Section 15(d) of
      the Exchange Act that are  incorporated  by reference in the  registration
      statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      2. The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or

                                     - 4 -
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                     - 5 -
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Teaneck, New Jersey, on this 14th day of April, 2004.

                                    COGNIZANT TECHNOLOGY
                                    SOLUTIONS CORPORATION

                                    By: /s/ Gordon Coburn
                                       ----------------------------------------
                                       Name:  Gordon Coburn
                                       Title:  Executive Vice President,
                                       Chief Financial Officer, Treasurer and
                                       Secretary
POWER OF ATTORNEY AND SIGNATURES

      We,  the  undersigned  officers  and  directors  of  Cognizant  Technology
Solutions Corporation, hereby severally constitute and appoint Gordon Coburn and
Steven  Schwartz,  and each of them singly,  our true and lawful  attorneys with
full power to them, and each of them singly,  to sign for us and in our names in
the capacities  indicated below,  the  registration  statement on Form S-8 filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and directors to enable  Cognizant  Technology  Solutions
Corporation  to comply with the  provisions  of the  Securities  Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,  hereby
ratifying  and  confirming  our  signatures  as they may be  signed  by our said
attorneys,  or any of  them,  to  said  registration  statement  and any and all
amendments thereto.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                     Title                    Date
        ---------                     -----                    ----

/s/ Lakshmi Narayanan       President, Chief Executive        April 14, 2004
-----------------------     Officer and Director
Lakshmi Narayanan           (Principal Executive Officer)

/s/ Gordon Coburn           Executive Vice President,         April 14, 2004
-----------------------     Chief Financial Officer,
Gordon Coburn               Treasurer and Secretary
                            (Principal financial and
                            accounting officer)

/s/ John E. Klein           Chairman of the Board and         April 14, 2004
-----------------------     Director
John E. Klein

/s/ Thomas M. Wendel        Director                          April 14, 2004
-----------------------
Thomas M. Wendel

/s/ Robert W. Howe          Director                          April 14, 2004
-----------------------
Robert W. Howe

/s/ Venetia Kontogouris     Director                         April 14, 2004
------------------------
Venetia Kontogouris

                            Director                         April 14, 2004
-----------------------
Robert W. Weissman
INDEX TO EXHIBITS

Number              Description
------              -----------

5                   Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1                Consent of Hale and Dorr LLP (included in Exhibit 5)

23.2                Consent of PricewaterhouseCoopers LLP

24                  Power of attorney (included on the signature pages of this
                    registration statement)