Washington, D.C. 20549


                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 21, 2003

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

                 (State or Other Jurisdiction of Incorporation)

                    0-24429                                13-3728359
       -------------------------------------    -------------------------------
            (Commission File Number)                   (I.R.S. Employer
                                                       Identification No.)

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

                                 (201) 801-0233
              (Registrant's Telephone Number, Including Area Code)

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


Item 5.   Other Events.

          As of 5:00 pm, New York time, February 20, 2003 all outstanding shares
of class B common stock (the "Class B Stock"), par value $.01 per share, of
Cognizant Technology Solutions Corporation (the "Company"), automatically
converted into shares of the Company's class A common stock (the "Class A
Stock"), par value $.01 per share. The conversion occurred pursuant to a
provision of the Company's Restated Certificate of Incorporation which specifies
that at any time when the outstanding shares of Class B Stock represent less
than 35% of the economic ownership represented by the aggregate number of shares
of the Company's common stock then outstanding, all shares of outstanding Class
B Stock are to automatically convert into shares of Class A Stock.

          A press release relating to these matters was issued by the Company
on February 21, 2003. A copy of the press release relating to the conversion
is filed as Exhibit 99.1 to this Form 8-K.

Item 7.   Exhibits
          99.1  Press Release dated February 21, 2003.


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


DATED: February 24, 2003           By: /s/ Wijeyaraj Mahadeva
                                   Name:  Wijeyaraj Mahadeva
                                   Title: Chairman of the Board and
                                          Chief Executive Officer

                                  EXHIBIT INDEX

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

   99.1         Press Release dated February 21, 2003.