As filed with the Securities and Exchange Commission on August 31, 2001
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-3728359
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

                   Cognizant Technology Solutions Corporation
                  1999 Incentive Compensation Plan, as amended
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               Wijeyaraj Mahadeva
                Chairman of the Board and Chief Executive Officer
                   Cognizant Technology Solutions Corporation
              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)

                                    Copy to:

                              David J. Sorin, Esq.
                             David S. Matlin, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                                    Proposed            Proposed
                                                       Amount        Maximum              Maximum         Amount Of
        Title Of Securities                            To Be      Offering Price        Aggregate      Registration
         To Be Registered                           Registered      Per Share         Offering Price        Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>                <C>                <C>
Class A Common Stock, par value $.01
per share

Issuable pursuant to options or other
awards to be granted under Cognizant
Technology Solutions Corporation
1999 Incentive Compensation Plan, as amended....    3,000,000(1)    $41.76(2)       $125,280,000(2)       $31,320

--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Includes an  indeterminate  number of shares of the  Registrant's  Class A
      Common  Stock as may be  issuable  in the  event of  stock  splits,  stock
      dividends or similar  transactions  in accordance  with Rule 416 under the
      Securities Act of 1933, as amended.  Does not include (i) 2,000,000 shares
      of  Class  A  Common  Stock  (as  adjusted  to  reflect  the  Registrant's
      two-for-one forward stock split  recapitalization  effected in March 2000)
      issuable  under  the  Cognizant  Technology  Solutions   Corporation  1999
      Incentive  Compensation Plan, as amended (the "Incentive Plan") which were
      previously  registered pursuant to the Registration  Statement on Form S-8
      filed on September  10, 1999  (Registration  Number  333-86909),  and (ii)
      1,000,000 shares of Class A Common Stock issuable under the Incentive Plan
      which were previously registered pursuant to the Registration Statement on
      Form S-8 filed on August 10, 2000 (Registration No. 333-43402).

(2)   Pursuant to Rule 457(c) and Rule 457(h), these prices are estimated solely
      for the purpose of calculating the registration fee and are based upon the
      average  of the high and low price per share of the  Registrant's  Class A
      Common Stock as reported on the Nasdaq National Market on August 28, 2001.




                                       -2-
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to  participants  of the 1999 Incentive
Compensation  Plan as required by Rule  428(b)(1) of the Securities Act of 1933,
as amended (the "Act").  As permitted by the instructions to Part I of Form S-8,
these documents are not filed with this Registration Statement.

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 (the "Registration  Statement") has
been filed by Cognizant Technology Solutions Corporation, a Delaware corporation
(the "Company"),  in order to register an additional 3,000,000 shares of Class A
Common  Stock,  $.01 par value,  issuable  upon the exercise of stock options or
other awards granted under the Company's Incentive Plan. Pursuant to the Act, we
register these securities in addition to securities of the same class previously
registered on the Registration Statement  (Registration Statement No. 333-59439)
filed  with  the  Securities  and  Exchange  Commission  on July 20,  1998,  the
Registration  Statement  (Registration  Statement No.  333-86909) filed with the
Securities  and Exchange  Commission on September 10, 1999 and the  Registration
Statement  (Registration  Statement No. 333-43402) filed with the Securities and
Exchange  Commission on August 10, 2000  (collectively,  the "Prior Registration
Statements"),  and, in  accordance  with General  Instruction E to Form S-8, the
contents of the Prior  Registration  Statements  are  incorporated  by reference
herein.


                                       -3-
<PAGE>

     In  accordance  with  General  Instruction  E to Form  S-8,  the  following
exhibits are filed herewith:

   Exhibit
   Number            Description
   ------            -----------

     5         Opinion of Hale and Dorr LLP

    10.1       Cognizant  Technology   Solutions  Corporation   1999   Incentive
               Compensation Plan, as amended.

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Hale and Dorr LLP  (contained in the opinion  filed as
               Exhibit 5)

    24         Power of Attorney (included on signature page)

                                      -4-

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Teaneck,  State of New  Jersey,  on this 31st day of
August, 2001.

                                    COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                                    By:  /s/Wijeyaraj Mahadeva
                                         ------------------------------------
                                          Chairman of the Board and
                                          Chief Executive Officer




<PAGE>

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Wijeyaraj Mahadeva and Gordon Coburn, and
each of them his true and lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange  Commission,  granting unto said  attorney-in-fact  and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     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/ Wijeyaraj Mahadeva        Chairman of the Board and          August 31, 2001
-----------------------
Wijeyaraj Mahadeva            Chief Executive Officer
                              (principal executive officer)

/s/ Gordon Coburn             Senior Vice President, Chief       August 31, 2001
-----------------------
Gordon Coburn                 Financial Officer, Treasurer
                              and Secretary (principal
                              financial and accounting
                              officer)

/s/ Robert W. Howe            Director                           August 31, 2001
-----------------------
Robert W. Howe

                              Director
-----------------------
John Klein

/s/ Venetia Kontogouris       Director                           August 31, 2001
-----------------------
Venetia Kontogouris

                              Director
-----------------------
David M. Thomas

                              Director
-----------------------
James C. Malone

/s/ Robert E. Weissman        Director                           August 31, 2001
-----------------------
Robert E. Weissman

/s/ Thomas M. Wendel          Director                           August 31, 2001
-----------------------
Thomas M. Wendel


<PAGE>

                                  EXHIBIT INDEX

   Exhibit
   Number            Description
   ------            -----------

     5         Opinion of Hale and Dorr LLP

    10.1       Cognizant  Technology   Solutions  Corporation   1999   Incentive
               Compensation Plan, as amended.

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Hale and Dorr LLP  (contained in the opinion  filed as
               Exhibit 5)

    24         Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 11648}]
{"company-data": {"conformed-name": "COGNIZANT TECHNOLOGY SOLUTIONS CORP", "cik": "0001058290", "assigned-sic": "7371", "irs-number": "133728359", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68772", "film-number": "1729039"}, "business-address": {"street1": "1700 BROADWAY", "street2": "26TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2129986115"}, "mail-address": {"street1": "1700 BROADWAY", "street2": "26TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
As filed with the Securities and Exchange Commission on August 31, 2001
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-3728359
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

                   Cognizant Technology Solutions Corporation
                  1999 Incentive Compensation Plan, as amended
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                               Wijeyaraj Mahadeva
                Chairman of the Board and Chief Executive Officer
                   Cognizant Technology Solutions Corporation
              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)

                                    Copy to:

                              David J. Sorin, Esq.
                             David S. Matlin, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                    Proposed            Proposed
                                                       Amount        Maximum              Maximum         Amount Of
        Title Of Securities                            To Be      Offering Price        Aggregate      Registration
         To Be Registered                           Registered      Per Share         Offering Price        Fee
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01
per share

Issuable pursuant to options or other
awards to be granted under Cognizant
Technology Solutions Corporation
1999 Incentive Compensation Plan, as amended....    3,000,000(1)    $41.76(2)       $125,280,000(2)       $31,320

--------------------------------------------------------------------------------------------------------------------
(1)   Includes an  indeterminate  number of shares of the  Registrant's  Class A
      Common  Stock as may be  issuable  in the  event of  stock  splits,  stock
      dividends or similar  transactions  in accordance  with Rule 416 under the
      Securities Act of 1933, as amended.  Does not include (i) 2,000,000 shares
      of  Class  A  Common  Stock  (as  adjusted  to  reflect  the  Registrant's
      two-for-one forward stock split  recapitalization  effected in March 2000)
      issuable  under  the  Cognizant  Technology  Solutions   Corporation  1999
      Incentive  Compensation Plan, as amended (the "Incentive Plan") which were
      previously  registered pursuant to the Registration  Statement on Form S-8
      filed on September  10, 1999  (Registration  Number  333-86909),  and (ii)
      1,000,000 shares of Class A Common Stock issuable under the Incentive Plan
      which were previously registered pursuant to the Registration Statement on
      Form S-8 filed on August 10, 2000 (Registration No. 333-43402).

(2)   Pursuant to Rule 457(c) and Rule 457(h), these prices are estimated solely
      for the purpose of calculating the registration fee and are based upon the
      average  of the high and low price per share of the  Registrant's  Class A
      Common Stock as reported on the Nasdaq National Market on August 28, 2001.

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to  participants  of the 1999 Incentive
Compensation  Plan as required by Rule  428(b)(1) of the Securities Act of 1933,
as amended (the "Act").  As permitted by the instructions to Part I of Form S-8,
these documents are not filed with this Registration Statement.

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 (the "Registration  Statement") has
been filed by Cognizant Technology Solutions Corporation, a Delaware corporation
(the "Company"),  in order to register an additional 3,000,000 shares of Class A
Common  Stock,  $.01 par value,  issuable  upon the exercise of stock options or
other awards granted under the Company's Incentive Plan. Pursuant to the Act, we
register these securities in addition to securities of the same class previously
registered on the Registration Statement  (Registration Statement No. 333-59439)
filed  with  the  Securities  and  Exchange  Commission  on July 20,  1998,  the
Registration  Statement  (Registration  Statement No.  333-86909) filed with the
Securities  and Exchange  Commission on September 10, 1999 and the  Registration
Statement  (Registration  Statement No. 333-43402) filed with the Securities and
Exchange  Commission on August 10, 2000  (collectively,  the "Prior Registration
Statements"),  and, in  accordance  with General  Instruction E to Form S-8, the
contents of the Prior  Registration  Statements  are  incorporated  by reference
herein.

                                       -3-
In  accordance  with  General  Instruction  E to Form  S-8,  the  following
exhibits are filed herewith:

   Exhibit
   Number            Description
   ------            -----------

     5         Opinion of Hale and Dorr LLP

    10.1       Cognizant  Technology   Solutions  Corporation   1999   Incentive
               Compensation Plan, as amended.

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Hale and Dorr LLP  (contained in the opinion  filed as
               Exhibit 5)

    24         Power of Attorney (included on signature page)

                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Teaneck,  State of New  Jersey,  on this 31st day of
August, 2001.

                                    COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                                    By:  /s/Wijeyaraj Mahadeva
                                         ------------------------------------
                                          Chairman of the Board and
                                          Chief Executive Officer
POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Wijeyaraj Mahadeva and Gordon Coburn, and
each of them his true and lawful  attorney-in-fact  and agent with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange  Commission,  granting unto said  attorney-in-fact  and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     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/ Wijeyaraj Mahadeva        Chairman of the Board and          August 31, 2001
-----------------------
Wijeyaraj Mahadeva            Chief Executive Officer
                              (principal executive officer)

/s/ Gordon Coburn             Senior Vice President, Chief       August 31, 2001
-----------------------
Gordon Coburn                 Financial Officer, Treasurer
                              and Secretary (principal
                              financial and accounting
                              officer)

/s/ Robert W. Howe            Director                           August 31, 2001
-----------------------
Robert W. Howe

                              Director
-----------------------
John Klein

/s/ Venetia Kontogouris       Director                           August 31, 2001
-----------------------
Venetia Kontogouris

                              Director
-----------------------
David M. Thomas

                              Director
-----------------------
James C. Malone

/s/ Robert E. Weissman        Director                           August 31, 2001
-----------------------
Robert E. Weissman

/s/ Thomas M. Wendel          Director                           August 31, 2001
-----------------------
Thomas M. Wendel
EXHIBIT INDEX

   Exhibit
   Number            Description
   ------            -----------

     5         Opinion of Hale and Dorr LLP

    10.1       Cognizant  Technology   Solutions  Corporation   1999   Incentive
               Compensation Plan, as amended.

    23.1       Consent of PricewaterhouseCoopers LLP

    23.2       Consent of Hale and Dorr LLP  (contained in the opinion  filed as
               Exhibit 5)

    24         Power of Attorney (included on signature page)