Washington, D.C. 20549

                                  SCHEDULE 13G

                                 Amendment No. 1

                    Under the Securities Exchange Act of 1934

                   Cognizant Technology Solutions Corporation
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                February 6, 2003
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the

                                  SCHEDULE 13G

CUSIP No. 33763B103

1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only)

                Deephaven Capital Management LLC

2.       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a) N/A
         (b) N/A

3.       SEC Use Only

4.       Citizenship or Place of Organization


                        5.       Sole Voting Power
Number of
Shares                  6.       Shared Voting Power
Beneficially                            0
Owned by
Each                    7.       Sole Dispositive Power
Reporting                               183,800
Person With
                        8.       Shared Dispositive Power

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

10.      Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         (See Instructions)

11.      Percent of Class Represented by Amount in Row (9)

12.      Type of Reporting Person (See Instructions)


Item 1.
         (a)      Name of Issuer

                        Cognizant Technology Solutions Corporation

         (b)      Address of Issuer's Principal Executive Offices

                        8500 Glenpointe Centre West, Teaneck, New Jersey 07666

Item 2.
         (a)      Name of Person Filing

                        Deephaven Capital Management LLC

         (b)      Address of Principal Business Office or, if none, Residence

                        130 Cheshire Lane, Suite 102, Minnetonka, MN 55305

         (c)      Citizenship


         (d)      Title of Class of Securities

                        Class A Common Stock

         (e)      CUSIP Number


Item 3.           If this statement is filed pursuant to ss.240.13d-1(b) or
                  240.13d-2(b) or (c), check whether the person filing is a:


Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

         (a)      Amount beneficially owned:

         (b)      Percent of class:

         (c)      Number of shares as to which the person has:

                  (i)      Sole power to vote or to direct the vote:

                  (ii)     Shared power to vote or to direct the vote:

                  (iii)    Sole power to dispose or to direct the disposition

                  (iv)     Shared power to dispose or to direct the disposition

Instruction.  For computations  regarding  securities which represent a right to
acquire an underlying security see ss.240.13d3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class

     If this  statement  is being  filed to report  the fact that as of the date
hereof,  the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.


Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company


Item 8.  Identification and Classification of Members of the Group


Item 9.  Notice of Dissolution of Group


Item 10. Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date: February 7, 2003

/s/ Jim Korn
Jim Korn, Chief Legal Officer