

                                  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:
   |_| Preliminary Proxy Statement
                                        |_|  Confidential, for Use of the
                                             Commission Only
                                             (as permitted by Rule 14a-6(e)(2))
   |X| Definitive Proxy Statement
   |_| Definitive Additional Materials
   |_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                   Cognizant Technology Solutions Corporation
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


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      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
   |X| No fee required.
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   (1) Title of each class of securities to which transaction applies:

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   (2) Aggregate number of securities to which transaction applies:

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   (3) Per unit price or other underlying value of transaction computed pursuant
to  Exchange  Act Rule 0-11 (set  forth the  amount on which the  filing  fee is
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   |_| Check box if any part of the fee is offset as provided  by  Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

   (1)      Amount Previously Paid:

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


                                          April 26, 1999

To Our Stockholders:

     You are most  cordially  invited  to  attend  the 1999  Annual  Meeting  of
Stockholders of Cognizant Technology  Solutions  Corporation at 10:00 a.m. local
time, on Tuesday, May 25, 1999, at the Teaneck Marriott at Glenpointe, 100 Frank
W. Burr Boulevard, Teaneck, New Jersey.

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




                                          Wijeyaraj Mahadeva
                                          Chairman of the Board and
                                          Chief Executive Officer


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


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             To Be Held May 25, 1999

     The Annual Meeting of Stockholders (the "Meeting") of COGNIZANT  TECHNOLOGY
SOLUTIONS CORPORATION,  a Delaware corporation (the "Company"),  will be held at
the Teaneck Marriott at Glenpointe,  100 Frank W. Burr Boulevard,  Teaneck,  New
Jersey on Tuesday,  May 25, 1999,  at 10:00 a.m.  local time,  for the following
purposes:

(1)  To  elect  six  directors  to  serve  until  the  next  Annual  Meeting  of
     Stockholders  and until their  respective  successors  shall have been duly
     elected and qualified;

(2)  To approve a proposal to adopt the Company's  1999  Incentive  Compensation
     Plan;

(3)  To approve a proposal to adopt the Company's Employee Stock Purchase Plan;

(4)  To ratify the  appointment  of  PricewaterhouseCoopers  LLP as  independent
     accountants for the year ending December 31, 1999; and

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

     Holders of Common Stock,  including holders of the Company's Class A Common
Stock and Class B Common Stock,  of record at the close of business on March 31,
1999 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 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 THE COMPANY 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  OR BECAUSE YOU HOLD BOTH CLASS A
COMMON STOCK AND CLASS B COMMON STOCK, EACH SUCH PROXY CARD SHOULD BE SIGNED AND
RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

                                          By Order of the Board of Directors


                                          Gordon Coburn
                                          Secretary

Teaneck, New Jersey
April 26, 1999

        THE COMPANY'S 1998 ANNUAL REPORT ACCOMPANIES THE PROXY STATEMENT.

<PAGE>
                   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  (the
"Company") of proxies to be voted at the Annual Meeting of  Stockholders  of the
Company to be held on  Tuesday,  May 25,  1999 (the  "Meeting"),  at the Teaneck
Marriott at  Glenpointe,  100 Frank W. Burr  Boulevard,  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,  $.01 par value  ("Class A Common
Stock"),  and Class B Common Stock, $.01 par value ("Class B Common Stock"),  as
of the close of business on March 31, 1999, will be entitled to notice of and to
vote at the Meeting and any  adjournment  or  adjournments  thereof.  As of that
date,  there were 3,506,411  shares of Class A Common Stock and 5,645,450 shares
of Class B 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.  Each share of Class B Common Stock is entitled to
ten votes on any matter  presented to stockholders at the Meeting.  Accordingly,
there are an aggregate of 59,960,911  votes  entitled to be cast at the Meeting,
56,454,500 of which are held by the Class B Common  Stockholder and 3,506,411 of
which are held by the Class A Common Stockholders. IMS Health Incorporated ("IMS
Health") is the record and beneficial holder of all of the outstanding shares of
Class B Common Stock.

     If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock represented thereby will be voted in the manner specified
therein. If not otherwise  specified,  the shares of Common Stock represented by
the proxies will be voted (i) FOR the  election of the six nominees  named below
as Directors,  (ii) FOR the approval of a proposal to adopt the  Company's  1999
Incentive  Compensation  Plan, (iii) FOR the approval of a proposal to adopt the
Company's  Employee  Stock  Purchase  Plan,  (iv)  FOR the  ratification  of the
appointment of  PricewaterhouseCoopers  LLP as independent auditors for the year
ending  December 31, 1999, and (v) 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 the Secretary of the Company,  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 and Class B 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 and Class B Common Stock represented at the Meeting,  voting together as a
single class,  is required for the election of  Directors,  provided a quorum is
present  in person or by proxy.  All  actions  proposed  herein  other  than the
election of Directors  may be taken upon the  affirmative  vote of  stockholders
possessing  a majority of the shares of Class A Common  Stock and Class B Common
Stock represented at the Meeting,  voting together as a single class, 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 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,  is being
mailed to the stockholders of the Company on or about April 26, 1999. The Annual
Report to  Stockholders  of the Company for the year ended  December  31,  1998,
including financial  statements (the "Annual Report"),  is being mailed together
with this Proxy Statement to all stockholders of record as of March 31, 1999. In
addition, the Company has provided brokers,  dealers, banks, voting trustees and
their nominees,  at the Company's expense,  with additional copies of the Annual
Report so that such record  holders  could supply such  materials to  beneficial
owners as of March 31, 1999.

<PAGE>
                              ELECTION OF DIRECTORS

     At the Meeting,  six Directors are to be elected (which number  constitutes
the entire  current  Board of Directors of the Company) to hold office until the
next Annual Meeting of Stockholders  and until their  successors shall have been
elected and qualified.

     It is the  intention of the persons  named in the enclosed form of proxy to
vote the  shares of Class A Common  Stock and Class B Common  Stock  represented
thereby,  unless otherwise specified in the proxy, for the election as Directors
of the persons  whose names and  biographies  appear  below.  All of the persons
whose  names and  biographies  appear  below  are at  present  Directors  of the
Company. 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.

     The current  members of the Board of Directors and nominees for election to
the Board are as follows:

                                     SERVED AS A    POSITIONS WITH
NAME                         AGE   DIRECTOR SINCE   THE COMPANY
----                         ---   --------------   -----------

Wijeyaraj Mahadeva........   47         1998        Chairman of the Board and
                                                    Chief Executive Officer

Anthony Bellomo...........   45         1998        Director

Victoria Fash.............   48         1997        Director

Robert W. Howe............   52         1999        Director

John Klein................   57         1998        Director

Venetia Kontogouris.......   48         1997        Director

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

     Wijeyaraj (Kumar) Mahadeva was elected Chairman and Chief Executive Officer
of the Company's  Indian  subsidiary in 1994, and led the team that  established
the software  development and maintenance business conducted by the Company. Mr.
Mahadeva  was elected  Vice  President  of the Company in 1994,  and was elected
President on April 17, 1996.  Effective in March 1998, Mr.  Mahadeva was elected
Chairman and Chief Executive Officer of the Company.  Mr. Mahadeva  concurrently
served as Chairman of The Dun & Bradstreet Corporation India and China from 1993
to 1996. Mr. Mahadeva  previously served as Vice President,  Corporate Strategy,
at The Dun & Bradstreet  Corporation  from 1989 to 1993,  as Director,  Business
Markets  Group,  at AT&T from 1985 to 1989,  and as a management  consultant  at
McKinsey & Company from 1978 to 1985.  Mr.  Mahadeva holds a Masters of Business
Administration  degree  from  Harvard  University  and a Masters  in  Electrical
Engineering from Cambridge University (U.K.).

     Anthony  Bellomo  was elected to the Board of  Directors  of the Company in
March 1998. He is currently the President of ERISCO  Managed Care  Technologies,
Inc. ("Erisco"),  a subsidiary of IMS Health, a position he has held since 1994.
During his tenure with Erisco,  which has spanned over twenty years, Mr. Bellomo
has held various technical and marketing positions, serving at the level of Vice
President  since 1979.  He has always played a key role in the  development  and
progression  of Erisco's  business.  Mr.  Bellomo has most recently  applied his
technology expertise as the leader of IMS Health's global Y2K project.  Prior to
joining Erisco, Mr. Bellomo was an information technology consultant for various
Fortune 500 Companies.  He holds a Bachelor of Arts degree in  Engineering  from
the Polytechnic Institute of Brooklyn.

     Victoria  Fash was  elected  to the Board of  Directors  of the  Company in
December 1997. Ms. Fash was appointed Chief  Executive  Officer of IMS Health in
March 1999 and currently is its President and Chief Executive Officer. From 1998
to 1999, she served concurrently as President and Chief Operating Officer of IMS
Health.  From 1996 to 1998, she served  concurrently as Executive Vice President
and Chief Financial Officer of Cognizant Corporation. From 1991 to 1995, she was
the Vice President,  Business Operations,  at The Dun & Bradstreet  Corporation,
and in 1995 was promoted to Senior Vice President,  Business Strategy.  Ms. Fash
serves on the board of  directors of IMS Health and Orion  Capital  Corporation.
Ms. Fash holds a Bachelor of Science degree in computer  science and a Master of
Business Administration degree from the University of Illinois.

                                       2
<PAGE>

     Robert W. Howe was elected to the Board of  Directors  in April  1999.  Mr.
Howe currently  serves as Chief  Executive  Officer and Chairman of the Board of
Directors of Atlantic Data Services,  Inc.,  positions he has held since January
1994 and March 1980,  respectively.  From March 1980 to January  1994,  Mr. Howe
served as President of Atlantic Data Services, Inc. Mr. Howe holds a Bachelor of
Arts degree from Boston College.

     John Klein was elected to the Board of Directors  in March 1998.  Mr. Klein
currently  serves as Chief  Executive  Officer  of MDIS  Group  PLC,  a software
development  and service  company,  where he has been employed  since June 1995.
From July 1997,  Mr. Klein has also served as the  Chairman and Chief  Executive
Officer of Glovia International,  a manufacturing resource planning software and
services company. From August 1996, Mr. Klein has also served as the Chairman of
PRO IV Limited,  a 4GL  development  tools  company.  From January 1993 to April
1994,   Mr.   Klein   was   the   Vice    President,    Consumer,    Process   &
Transportation-Customer  Business Unit, for Digital Equipment  Corporation.  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.

     Venetia Kontogouris was elected to the Board of Directors of the Company in
December 1997. Ms. Kontogouris is currently President of Enterprise  Associates,
Inc., a subsidiary  of IMS Health,  where she has held various  positions  since
1989. Prior to joining  Enterprise  Associates,  Inc., Ms.  Kontogouris was Vice
President of New Product Development for The Dun & Bradstreet  Corporation.  Ms.
Kontogouris  serves on the board of  directors  of  Avesta  Technologies,  Inc.,
Customer Analytics, Inc., e data resources, inc., Internet Profiles Corporation,
SRR  Solutions,  Inc.,  T.R.A.D.E.,  Inc.,  Vality  Technology  Inc.  and  Viant
Corporation.  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.

     All Directors hold office until the next Annual Meeting of Stockholders and
until  their  successors  are duly  elected and  qualified.  There are no family
relationships among any of the executive  officers,  Directors and key employees
of the Company.

     THE BOARD OF DIRECTORS  RECOMMENDS THAT  STOCKHOLDERS  VOTE FOR EACH OF THE
NOMINEES FOR THE BOARD OF DIRECTORS.

COMMITTEES AND MEETINGS OF THE BOARD

     The Board of Directors has an Audit Committee and a Compensation Committee.
The  Audit  Committee,  which  is  comprised  of  Messrs.  Howe  and  Klein,  is
responsible for reviewing with management the financial  controls and accounting
and  reporting  activities  of the  Company.  The Audit  Committee  reviews  the
qualifications of the Company's independent  accountants,  makes recommendations
to the Board of  Directors  regarding  the  selection of  independent  auditors,
reviews the scope, fees and results of any audit and reviews non-audit  services
and related  fees.  The Audit  Committee  held two  meetings  during  1998.  The
Compensation  Committee,  which is comprised of Messrs. Bellomo, Howe and Klein,
is responsible for the  administration of all salary and incentive  compensation
plans for the officers and key employees of the Company,  including bonuses. The
Compensation  Committee also  administers the Company's  Employee Stock Purchase
Plan and stock option plans, including the 1999 Incentive Compensation Plan, and
establishes  the terms and conditions of all stock options  granted  thereunder.
The  Compensation  Committee held three meetings  during 1998.  There were three
meetings of the Board of Directors during 1998. Each incumbent 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,  with the  exception  of Ms. Fash who  attended two of the three
meetings of the Board of Directors.

COMPENSATION OF DIRECTORS

     Directors who are employees of the Company and its  subsidiaries  or of IMS
Health  and  its  subsidiaries  receive  no cash  remuneration  for  serving  as
directors.  All other  non-employee  directors  receive $2,000 for attendance at
each meeting of the Board of Directors and $1,000 for attendance at each meeting
of a committee of the Board of Directors. All Directors who are not employees of
the Company and its  subsidiaries  are eligible to  participate in the Company's
Non-Employee Directors' Stock Option Plan (the "Director 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 71,500  shares,  of which options to acquire
49,500  shares of Class A Common  Stock are  outstanding  at a weighted  average
exercise  price of $9.76 per share.  No shares of Class A Common Stock have been
issued upon exercise of options granted under the Director Plan.

                                       3
<PAGE>
     The Director Plan,  which is  administered by the  Compensation  Committee,
provides  for the  issuance  of  non-qualified  stock  options to purchase up to
15,000 shares of Class A Common Stock in any year to any Director of the Company
who is not an employee of the Company or any subsidiary of the Company.  Subject
to the  provisions  of the Director  Plan,  the  Compensation  Committee has the
authority to interpret  the  provisions  of the Director  Plan, 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.

     During 1998,  the  following  Directors  were  granted  options to purchase
shares of Class A Common Stock under the Company's Director Plan.

                            NUMBER OF
                        SHARES UNDERLYING                        EXERCISE PRICE
     DIRECTOR            OPTIONS GRANTED       GRANT DATE           PER SHARE
     --------           -----------------      ----------        --------------

     Mr. Bellomo......        6,500              3/20/98             $10.00
     Mr. Klein........       15,000              3/20/98             $10.00


                              EXECUTIVE OFFICERS

     The  following  table  identifies  the  current  executive  officers of the
Company:

                                        CAPACITIES IN              IN CURRENT
     NAME                      AGE      WHICH SERVED              POSITION SINCE
     ----                      ---      ------------              --------------

Wijeyaraj Mahadeva.........    47    Chairman of the Board and        1998
                                      Chief Executive Officer

Lakshmi Narayanan (1)......    46    President and Chief              1998
                                      Operating Officer

Gordon Coburn (2)..........    35    Chief Financial Officer,         1998
                                      Treasurer and Secretary

Francisco D'Souza (3)......    30    Vice President, North            1998
                                      American Operations and
                                      Business Development

-----------

(1)  Lakshmi  Narayanan was elected President and Chief Operating Officer of the
     Company in March 1998. Mr.  Narayanan  joined the Indian  subsidiary of the
     Company as Chief  Technology  Officer in 1994 and was elected  President of
     such subsidiary on January 1, 1996. Prior to joining the Company, 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)  Gordon Coburn was elected Chief Financial Officer,  Treasurer and Secretary
     of the Company in March  1998.  He  previously  was Vice  President  of the
     Company from  September  1996.  From 1990,  Mr.  Coburn held key  financial
     positions with Cognizant Corporation and The Dun & Bradstreet  Corporation,
     including serving as Senior

                                       4
<PAGE>
     Director-Group Finance & Operations for Cognizant Corporation from November
     1996 to  December  1997.  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.

(3)  Francisco D'Souza was elected Vice President, North American Operations and
     Business Development of the Company in March 1998. Prior to that, from June
     1, 1997, he served as the Company's  Director-North American Operations and
     Business  Development.  From  January  1996 to June 1997,  Mr.  D'Souza was
     employed as a consultant  to the Company.  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 the Company. Mr. D'Souza
     holds a Bachelor of Business  Administration  degree from the University of
     East Asia and a Master of Science degree in Industrial  Administration from
     Carnegie-Mellon University.

     None of the Company's executive officers is related to any other executive
officer or to any Director of the Company. Executive officers of the Company are
elected  annually by the Board of Directors and serve until their successors are
duly elected and qualified.


                             EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION IN 1997 AND 1998

     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 the  Company's  Chief  Executive  Officer at any time
during 1998 and each other executive officer of the Company whose aggregate cash
compensation exceeded $100,000 (collectively, the "Named Executives") during the
years ended December 31, 1997 and 1998.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                 Long-Term
                                       Annual Compensation     Compensation
                                  ------------------------------------------------------------------
                                                                 Awards
                                  ------------------------------------------------------------------
                                                                 Other      Securities     All Other
                                                                 Annual     Underlying      Compen-
Name and Principal Position         Year    Salary     Bonus     Compen-     Options        sation
                                                        (2)     sation(3)
            (1)                              ($)        ($)        ($)         (#)            ($)
            (a)                      (b)     (c)        (d)        (e)         (g)            (i)
----------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>        <C>         <C>       <C>           <C>      
Wijeyaraj Mahadeva..............    1998    235,000    237,952     --         48,750       14,396(4)
     Chairman of the Board, and     1997    235,000    228,136     --        130,000       14,717(4)
     Chief Executive Officer

Lakshmi Narayanan...............    1998     54,118     96,471     --           --          7,500(5)
     President and Chief            1997     57,566     60,440     --         58,500        1,372(5)
     Operating Officer

Gordon Coburn (6)...............    1998    133,250     77,626     --           --          5,951(4)
     Chief Financial Officer,       1997       --         --       --         26,000           --
     Treasurer and Secretary
     

Francisco D'Souza (7)...........    1998    123,000     70,000     --          6,500           --
     Vice President, North          1997    120,000     35,000     --         32,500           --
     American Operations and
     Business Development
</TABLE>
-------------
(1)   Each  of  the  Named   Executives   has  entered  into  a  Severance   and
      Noncompetition   agreement  with  the  Company.  See  "  -  Severance  and
      Noncompetition Agreements."

                                       5
<PAGE>
(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 officer in columns (c) and (d).

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

(5)   Consists  of  interest  savings  on a loan  made to Mr.  Narayanan  by the
      Company  in October  1997,  which  bears  interest  at 2% per  annum.  See
      "Transactions with IMS Health and other Affiliates."

(6)   Mr.  Coburn was  employed  by  Cognizant  Corporation  during 1997 and his
      responsibilities   included   significant   activities  unrelated  to  the
      Company's  business as well as services  provided to the Company on behalf
      of Cognizant Corporation. Mr. Coburn's compensation expenses for 1997 were
      an unallocated  component of the aggregate  costs allocated to the Company
      by  Cognizant  Corporation  based upon  assets  employed by the Company in
      proportion to Cognizant Corporation's total assets.

(7)   With respect to 1997,  reflects  compensation  received in all  capacities
      from the  Company during  that year.  Mr. D'Souza worked as an independent
      consultant to the Company  until June 1, 1997,  when he became a full-time
      employee of the Company.


OPTION GRANTS IN 1998

     The following table sets forth information  concerning individual grants of
stock options during 1998 by the Company to each of the Named Executives.

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                Individual Grants
---------------------------------------------------------------------------------------------------------------------------
                                        Percent of                                        Potential Realizable Value At
                         Number of     Total Options                                     Assumed Annual Rates of Stock
                         Securities      Granted to                                        Price Appreciation For Option
       Name              Underlying    Employees in        Exercise or   Expiration                Term(2)
                           Options     Fiscal Year(1)      Base Price      Date
                           Granted
                              (#)                              ($/SH)                      5%($)       10%($)       0%($)
       (a)                    (b)           (c)                 (d)         (e)             (f)         (g)          (i)
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                <C>        <C>             <C>         <C>          <C>    
Wijeyaraj Mahadeva (3)...   48,750          26.2               6.92       3/20/08         212,159     537,635      247,650

Lakshmi Narayanan .......       --           --                 --           --              --          --           --

Gordon Coburn ...........       --           --                 --           --              --          --           --

Francisco D'Souza (4)....    6,500           3.5              10.00       6/19/08          40,879     103,591         --
</TABLE>

---------------
(1)   Based on an  aggregate  of 185,950  options  granted to employees in 1998,
      including options granted to the Named Executives.

(2)   Based on an exercise  price of $6.92 and a fair market value of $12.00 for
      the grant to Mr. Mahadeva, and a fair market value of $10.00 for the grant
      to Mr. D'Souza.

(3)   The  options   disclosed  herein  were  granted  on  March  20,  1998,  as
      non-qualified  stock  options,  pursuant  to a  certain  Option  Agreement
      between the Company and Mr.  Mahadeva.  One-quarter of such options became
      exercisable on July 27, 1998 and an additional one-quarter of such options
      become  exercisable  on the first,  second and third  anniversary  of such
      date.  The options  terminate on the expiration  date,  subject to earlier
      termination  on  the  optionee's  death,   disability  or  termination  of
      employment with the Company.  Such options are not assignable or otherwise
      transferable except by will or the laws of descent and distribution.

(4)   The  options   disclosed  herein  were  granted  on  March  20,  1998,  as
      non-qualified  stock options,  pursuant to the Key Employee's Stock Option
      Plan. One-quarter of such options become exercisable on each of the first,
      second,  third and fourth  anniversaries  of the Company's  initial public
      offering  consummated in June 1998 (the "IPO").  The options  terminate on
      the  expiration  date,  subject to earlier  termination  on the optionee's
      death,  disability or  termination  of employment  with the Company.  Such
      options are not assignable or otherwise transferable except by will or the
      laws of descent and distribution.


                                       6
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES

     The  following  table sets forth  information  concerning  each exercise of
options during 1998 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
--------------------------------------------------------------------------------
                                                      Number of       Value of
                                                      Securities    Unexercised
                                                      Underlying    In-the-Money
                                                     Unexercised     Options at
                                                      Options at       Fiscal
                          Shares                        Fiscal        Year-End
                       Acquired on       Value         Year-End        ($)(1)
        Name             Exercise       Realized         (#)        Exercisable/
                           (#)            ($)        Exercisable/  Unexercisable
        (a)                (b)            (c)       Unexercisable       (e)
                                                         (d)
--------------------------------------------------------------------------------
Wijeyaraj Mahadeva...     30,000         217,000   14,687 / 134,063    352,159 /
                                                                       3,443,773

Lakshmi Narayanan....        --            --      14,625 /  43,875    387,928 /
                                                                       1,163,784

Gordon Coburn........        --            --       6,500 /  19,500    172,413 /
                                                                       517,238

Francisco D'Souza....        --            --       8,125 /  30,875    215,516 /
                                                                       778,984

------------

(1)   Based on a year-end fair market value of the underlying  securities  equal
      to $30.375, less the exercise price for such shares.

SEVERANCE AND NONCOMPETITION AGREEMENTS

     The Company  has entered  into a  Severance  and  Noncompetition  Agreement
(collectively,  the "Severance and Noncompetition  Agreements") with each of the
Named Executives.  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 the  Company's  employees to leave the Company  within the
one-year period following  termination of employment.  Finally,  such agreements
include customary proprietary rights assignment and confidentiality provisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation Committee is comprised of Messrs. Bellomo, Howe and Klein.
There are no, and during 1998 there were no, Compensation Committee Interlocks.

     In 1998,  the Company  granted  options to purchase Class A Common Stock of
the Company to each of Mr.  Bellomo and Mr. Klein.  See "Election of Directors -
Compensation of Directors."


                                       7
<PAGE>
PERFORMANCE GRAPH

     The following graph compares the cumulative total stockholder return on the
Company's  Class A Common  Stock  with the  cumulative  total  return on the S&P
SmallCap  600 Index and a Peer Group  Index  (capitalization  weighted)  for the
period  beginning on the date on which the SEC declared  effective the Company's
Form 8-A Registration  Statement  pursuant to Section 12 of the Exchange Act and
ending on the last day of the Company's  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 the Company, the S&P SmallCap 600 Index
                            and a Peer Group Index(3)
                            (Capitalization Weighted)


                             [GRAPH INSERTED HERE]


                                                    6/19/98     12/31/98
                                                    -------     --------

     Cognizant Technology Solutions Corporation..   $100.00      $303.75

     S&P SmallCap 600 Index......................   $100.00       $97.53

     Peer Group Index (Capitalization Weighted)..   $100.00       $79.86

-------------

(1)  Graph  assumes  $100  invested  on June 19, 1998 in the  Company's  Class A
     Common  Stock,  the S&P  SmallCap  600  Index  and  the  Peer  Group  Index
     (capitalization weighted).

(2)  Cumulative total return assumes reinvestment of dividends.

(3)  The  Company  has  constructed  a Peer  Group  Index  consisting  of  other
     information  technology  consulting  firms  consisting of Alydaar  Software
     Corp.,  Cambridge Technology  Partners,  Inc., Complete Business Solutions,
     Inc., Computer Horizons Corp.,  Computer Task Group, Inc., IMRglobal Corp.,
     Keane, Inc., Mastech Corporation,  Syntel, Inc., and Whitman-Hart, Inc. The
     Company  believes that these companies most closely  resemble the Company's
     business mix and that their performance is representative of the industry.


                                       8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee has furnished the following report:

     The  Company's  executive  compensation  policy is  designed to attract and
retain highly qualified  individuals for its 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
executive  officers  of the  Company 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 the
Company's stock option plans.

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

     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 operational and financial results of the Company 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
the Company's 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 the
Company's  business,  the  Company's  position  as  compared to its peers in the
industry, and the specific challenges faced by the Company during the year, such
as the successful  completion of the Company's initial public offering,  changes
in the market for computer 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.

                                    Compensation Committee Members
                                    (as constituted at year end)

                                    Anthony Bellomo
                                    Paul Cosgrave
                                    John Klein



                                       9
<PAGE>
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK

     There are,  as of March 31,  1999,  approximately  17 holders of record and
2,300  beneficial  holders of the Company's Class A Common Stock,  including one
holder of record, beneficially owning all of the shares of the Company's Class B
Common  Stock.  Such  shares  of  Class B Common  Stock  are  convertible,  on a
share-for-share  basis,  into shares of Class A Common  Stock(1).  The holder of
record of all of the shares of the Company's  Class B Common Stock,  IMS Health,
acquired its ownership as a result of a spin-off (the  "spin-off") of IMS Health
from  Cognizant  Corporation.  Prior to the  spin-off,  all of the shares of the
Company's Class B Common Stock were held by Cognizant Corporation. The following
table sets forth  certain  information,  as of March 31,  1999,  with respect to
holdings of the  Company's  Class A Common Stock by (i) each person known by the
Company to beneficially own more than 5% of the total number of shares of Common
Stock  outstanding as of such date, (ii) each of the Company's  Directors (which
includes all nominees),  each of the Company's Named  Executives,  and (iii) all
Directors and officers as a group. Unless otherwise  indicated,  the address for
the individuals below is that of the Company address.

                                           AMOUNT AND NATURE OF      PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER      BENEFICIAL OWNERSHIP(2)  OF CLASS(3)
------------------------------------      -----------------------  -----------

(i)  Certain Beneficial Owners:

IMS Health (4)............................      5,645,450              61.0%

(ii) Directors (which includes all
     nominees) and Named Executives who
     are not set forth above:

Wijeyaraj Mahadeva (5)....................        125,938               1.4%

Lakshmi Narayanan (6).....................         14,625                 *

Gordon Coburn (7).........................         22,750                 *

Francisco D'Souza (8).....................         17,875                 *

Anthony Bellomo (9).......................          3,500                 *

Victoria Fash (10)........................          3,250                 *

Robert W. Howe (11) ......................         20,000                 *

John Klein (12)...........................         15,000                 *

Venetia Kontogouris (13)..................         13,250                 *

(iii) All Directors and officers as a
      group (9 persons) (14)..............        236,188               2.6%

----------------
*    Less than one percent.

(1)  Except as provided below,  each  outstanding  share of Class B Common Stock
     shall  convert  automatically  to a share of Class A  Common  Stock  upon a
     transfer,  other than a  tax-free  spin-off,  to any person  other than IMS
     Health or any of its  subsidiaries or successors.  In addition,  prior to a
     tax-free  spin-off,  each  outstanding  share of  Class B  Common  Stock is
     convertible at the holder's  option into one share of Class A Common Stock.
     If a tax-free spin-off occurs,  the stockholders of IMS Health will receive
     Class B Common  Stock,  which  will  continue  to have ten votes per share.
     Thereafter,  shares of Class B Common Stock shall convert to Class A Common
     Stock  automatically only upon a transfer of Class B Common Stock and shall
     no longer be convertible  into shares of Class A Common Stock at the option
     of the holder  thereof.  Additionally,  each share of Class B Common  Stock
     shall  convert  automatically  into one share of Class A Common Stock if at
     any  time  the  number  of  outstanding  shares  of  Class B  Common  Stock
     represents  less  than  35%  of  the  economic  ownership  of  the  Company
     represented  by  the  aggregate  number  of  shares of  Common  Stock  then
     outstanding.  In the event of a  tax-free spin-off, and to the extent there
     are shares of Class B Common Stock that have not been  converted to Class A
     Common  Stock,  such  shares of Class B Common  Stock  shall  automatically
     convert into shares of Class

                                       10
<PAGE>

     A Common Stock on the fifth  anniversary of the tax-free  spin-off,  unless
     prior to such tax-free spin-off, IMS Health delivers to the Company written
     advice of counsel reasonably satisfactory to the Company to the effect that
     (i) such  conversion  could  adversely  affect the ability of IMS Health to
     obtain a  favorable  ruling  from the  Internal  Revenue  Service  that the
     distribution  would be a tax-free  spin-off  or (ii) the  Internal  Revenue
     Service has adopted a general  non-ruling policy on tax-free  spin-offs and
     that such conversion  could adversely  affect the status of the transaction
     as a tax-free  spin-off.  If such written  advice is received,  approval of
     such  conversion  shall be submitted to a vote of the holders of the Common
     Stock as soon as  practicable  after the fifth  anniversary of the tax-free
     spin-off,  unless IMS Health  delivers  to the  Company  written  advice of
     counsel  reasonably  satisfactory to the Company prior to such  anniversary
     that such vote could adversely  affect the status of the  distribution as a
     tax-free spin-off,  including the ability to obtain a favorable ruling from
     the Internal  Revenue  Service.  If such written advice is delivered,  such
     vote  shall not be held.  Approval  of such  conversion  will  require  the
     affirmative vote of the holders of a majority of the shares of both Class A
     Common Stock and Class B Common Stock present and voting,  voting  together
     as a single class,  with each share  entitled to one vote for such purpose.
     No assurance can be given that such conversion  would be  consummated.  The
     foregoing  requirements are intended to ensure that tax-free treatment of a
     tax-free   spin-off  is  preserved  should  the  Internal  Revenue  Service
     challenge such automatic  conversion as violating the 80% vote  requirement
     currently required by the Code for a tax-free spin-off.

(2)  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 Common  Stock
     shown as beneficially owned by such stockholder.

(3)  Applicable  percentage  of  ownership is based on an aggregate of 9,151,861
     shares  of  Common  Stock  outstanding  on March 31,  1999  (consisting  of
     3,506,411  shares of Class A Common Stock and  5,645,450  shares of Class B
     Common Stock),  plus any presently  exercisable  stock options held by each
     such holder, and options which will become exercisable within 60 days after
     March 31, 1999.

(4)  The address for IMS Health is 200 Nyala Farms, Westport, Connecticut 06880.
     Represents  5,645,450  shares of Class B Common  Stock  held of record  and
     beneficially by IMS Health.

(5)  Includes  111,250 shares of Class A Common Stock owned of record and 14,688
     shares of Class A Common Stock subject to options which were exercisable as
     of March 31,  1999 or sixty (60) days after  such  date.  Excludes  134,062
     shares of Class A Common Stock underlying  options which become exercisable
     over time after such period.

(6)  Represents  14,625 shares of Class A Common Stock underlying  options which
     were  exercisable  as of March 31, 1999 or sixty (60) days after such date.
     Excludes  43,875  shares of Class A Common Stock  underlying  options which
     become exercisable over time after such period.

(7)  Includes  16,250  shares of Class A Common  Stock owned of record and 6,500
     shares of Class A Common Stock subject to options which were exercisable as
     of March 31,  1999 or sixty  (60) days after  such  date.  Excludes  19,500
     shares of Class A Common Stock underlying  options which become exercisable
     over time after such period.  

(8)  Includes  9,750  shares of Class A Common  Stock  owned of record and 8,125
     shares of Class A Common Stock subject to options which were exercisable as
     of March 31,  1999 or sixty  (60) days after  such  date.  Excludes  30,875
     shares of Class A Common Stock underlying  options which become exercisable
     over time after such period.

(9)  Includes  3,500  shares of Class A Common  Stock owned of record.  Excludes
     6,500  shares  of Class A Common  Stock  underlying  options  which  become
     exercisable over time after March 31, 1999.

(10) Includes 3,250 shares of Class A Common Stock subject to options which were
     exercisable  as of March 31,  1999 or sixty  (60)  days  after  such  date.
     Excludes  3,250 shares of Class A Common  Stock  underlying  options  which
     become exercisable over time after such period.

(11) Includes 5,000 shares of Class A Common Stock owned of record
     and 15,000  shares of Class A Common  Stock  subject  to option  which were
     exercisable  as of March 31, 1999 or sixty (60) days after such date.  

(12) Represents  15,000  shares  of Class A Common  Stock  owned of record as of
     March 31, 1999.  Excludes 15,000 shares of Class A Common Stock  underlying
     options which become exercisable over time after March 31, 1999.

                                      11
<PAGE>

(13) Includes  10,000  shares of Class A Common  Stock owned of record and 3,250
     shares of Class A Common Stock subject to options which were exercisable as
     of March 31, 1999 or sixty (60) days after such date. Excludes 3,250 shares
     of Class A Common Stock  underlying  options which become  exercisable over
     time after such period.

(14) Includes an aggregate of 65,438  shares of Class A Common Stock  underlying
     options  granted to Directors  and  officers  listed in the table which are
     exercisable as of March 31, 1999 or within sixty (60) days after such date.
     Excludes 256,312 shares of Class A Common Stock underlying  options granted
     to executive  officers and Directors,  which become  exercisable  over time
     after such period.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     From November 30, 1996 through June 30, 1998,  the Company was a subsidiary
of Cognizant Corporation.  In June 1998, Cognizant spun off (the "Spin-Off") IMS
Health and Cognizant  Corporation was renamed  Nielsen Media Research,  Inc. IMS
Health  consists of all of  Cognizant  Corporation's  businesses  other than the
business  conducted  by Nielsen  Media  Research.  Therefore,  all shares of the
Company held by Cognizant Corporation  immediately prior to the Spin-Off are now
held by IMS Health.

AGREEMENTS WITH IMS HEALTH AND ITS PREDECESSORS

     The Company and IMS America,  IMS International and Nielsen Media Research,
then operating subsidiaries of Cognizant  Corporation,  have entered into Master
Services  Agreements  and  the  Company  and  IMS  Health  are  parties  to  the
Intercompany  Agreement  and  the  Intercompany  Services  Agreement.  Cognizant
Corporation  and the Company  entered into the License  Agreement.  The material
terms  of these  agreements  are  summarized  below.  Because  the  Company  was
controlled by Cognizant  Corporation at the time these agreements were executed,
none of these agreements resulted from arms'-length negotiations and, therefore,
the terms  thereof  may be more or less  favorable  to the  Company  than  those
obtainable  from  unaffiliated  third  parties.  Upon  the  consummation  of the
Spin-Off of IMS Health,  the Master Services  Agreements  remained in effect and
the Intercompany Agreement and the Intercompany Services Agreement were assigned
to IMS Health.

     Master  Services  Agreement.  Pursuant to a Master  Services  Agreement the
Company  continues to provide software  development and maintenance  services to
IMS Health and its subsidiaries.  During 1998, such services resulted in revenue
to the  Company  in the amount of  $13,575,000.  The  Master  Service  Agreement
provides that it and any work order issued  thereunder  may be terminated by IMS
Health with or without cause on 30 days' prior written notice.

     Intercompany Agreement.  The Intercompany Agreement provides that until IMS
Health and its affiliates  cease to control at least 50% of the combined  voting
power of the outstanding voting stock of the Company,  the prior written consent
of IMS Health  will be  required  for (i) any  acquisition  of capital  stock or
assets by the Company or any of its subsidiaries or disposition of assets of the
Company or any of its subsidiaries (other than transactions to which the Company
and  its  subsidiaries  are  the  only  parties),   or  any  series  of  related
acquisitions  or  dispositions,  involving  gross  consideration  (including the
assumption  of  indebtedness)  in excess of the greater of $10.0 million and six
percent of the Company's total equity market  capitalization,  (ii) any issuance
by the  Company or any  subsidiary  of the Company of any equity  securities  or
rights,  warrants or options to  purchase  such  equity  securities,  except for
equity securities issued to directors, employees and consultants pursuant to the
Employee  Plan and the Director  Plan and other  outstanding  options and equity
securities  issued in connection  with  acquisitions  approved by IMS Health and
(iii) the creation or  incurrence by the Company or any of its  subsidiaries  of
indebtedness  for  borrowed  money  in  excess  of  $10.0  million,  except  for
indebtedness  incurred  to  finance  any  acquisition  approved  by IMS  Health.
Pursuant to the Intercompany Agreement,  for a period of 18 months following the
Company's  initial public  offering  consummated  in June 1998 (the  "Restricted
Period"), the approval of a majority of the members of the Board of Directors of
the Company who are not employed by or otherwise affiliated with IMS Health, the
Company  (other than as directors) or any of their  respective  affiliates  (the
"Independent  Directors")  will  be  required  for  a  merger  or  consolidation
involving the Company,  a sale by the Company of all or substantially all of its
assets or a liquidation, dissolution or winding up of the Company's business, in
any case, for per share  consideration  below the initial public  offering price
per share,  and a  fairness  opinion  from a  nationally  recognized  investment
banking  firm or the  approval  of at least  one  Independent  Director  will be
required for any of such  transactions  for per share  consideration at or above
the initial public offering price per share.  Also pursuant to the  Intercompany
Agreement,  during the Restricted Period, subject to certain limited exceptions,
IMS Health will not sell any of the shares of Common Stock owned by it

                                       12
<PAGE>

as of June 19,  1998  other  than  pursuant  to a  registered  public  offering,
pursuant to Rule 144 promulgated  under the Securities Act, at a price per share
equal to or greater than the initial  public  offering  price per share or, with
the approval of a majority of the  Independent  Directors,  at a price per share
below the initial  public  offering  price per share.  In  addition,  during the
Restricted  Period,  IMS Health  will not  acquire  additional  shares of Common
Stock,  other than  pursuant to a  transaction  involving  all of the  Company's
outstanding  Common  Stock at a price per share in excess of the initial  public
offering  price  per share  with  respect  to which a  fairness  opinion  from a
nationally  recognized  investment  banking firm or the approval of at least one
Independent Director has been obtained. During the Restricted Period, IMS Health
will not vote its shares of Common  Stock (or act by written  consent) to reduce
the  ratio of  Independent  Directors  to be less than the ratio of two of seven
directors  and will not vote its  shares  of  Common  Stock  (or act by  written
consent)  to remove any  Independent  Director  other than for cause or with the
approval of the holders of a majority of the  outstanding  Class A Common  Stock
voting as a separate class.

     Pursuant  to the  Intercompany  Agreement,  the  Company has granted to IMS
Health certain demand and "piggyback" registration rights with respect to shares
of Common  Stock owned by IMS Health.  IMS Health has the right to request up to
two demand  registrations  in each calendar  year,  but not more than six in any
five-year  period.  The  Company  may  postpone  such  a  demand  under  certain
circumstances.  IMS Health also has the right, which it may exercise at any time
and from time to time,  to include the shares of Common  Stock held by it in any
registration of common equity securities of the Company initiated by the Company
on its own behalf or on behalf of any other  stockholders  of the Company.  Such
registration  rights are  transferable by IMS Health.  The Company agrees to pay
all costs and  expenses  in  connection  with  each  such  registration,  except
underwriting  discounts and commissions applicable to the shares of Common Stock
sold by IMS Health.  The  Intercompany  Agreement  contains  customary terms and
provisions  with respect to, among other  things,  registration  procedures  and
certain rights to  indemnification  granted by parties  thereunder in connection
with the registration of Common Stock on behalf of IMS Health.

     Pursuant to the  Intercompany  Agreement,  the Company will  indemnify  IMS
Health  and its  subsidiaries  (other  than the  Company)  and their  respective
officers,  directors,  employees  and agents  against  certain  losses based on,
arising out of or resulting  from the conduct of the Company's  business and IMS
Health will  similarly  indemnify  the Company  and its  subsidiaries  and their
respective  officers,  directors,  employees and agents  against  certain losses
based on,  arising out of or resulting from IMS Health's  other  businesses.  In
addition,  Cognizant  Corporation  assigned  to the  Company  certain  rights to
indemnification from The Dun & Bradstreet  Corporation and certain of its former
affiliates.

     The  Intercompany  Agreement  may not be amended  without the approval of a
majority of the Independent Directors.

     Intercompany  Services  Agreement.  Pursuant to the  Intercompany  Services
Agreement,  IMS Health  provides  certain  services  to the  Company,  including
payroll and payables processing, e-mail, tax, finance, personnel administration,
real estate and risk  management  services,  and the  Company and its  employees
continue to be covered by IMS Health's insurance policies and certain IMS Health
employee  benefit plans.  The  Intercompany  Services  Agreement's  initial term
extended  through  December 31,  1998.  Subsequent  to December  31,  1998,  the
Intercompany  Services Agreement  continues for successive one-year terms unless
terminated by either party on not less than 60 days' written notice prior to the
end of the initial term or any renewal term. Any change in the fees provided for
under the terms of the  Intercompany  Services  Agreement will be subject to the
approval of a majority of the Independent Directors.

     License Agreement. Pursuant to the License Agreement, Cognizant Corporation
transferred  all rights to the use of the  "Cognizant"  trade  name and  certain
other trade and service marks (the "Marks") to the Company upon the consummation
in mid-1998 of the previously announced spin-off of IMS Health.

TRANSACTIONS WITH IMS HEALTH AND OTHER AFFILIATES

     Prior to the consummation of the Company's  initial public offering in June
1998  ("IPO"),  Cognizant  Corporation  and  The  Dun &  Bradstreet  Corporation
provided the Company with certain administrative  services,  including financial
planning and  administration,  legal, tax planning and compliance,  treasury and
communications,   and  permitted  the  Company  to   participate   in  Cognizant
Corporation's insurance and employee benefit plans. Costs for these services for
all periods prior to the IPO were  allocated to the Company based on utilization
of certain specific services.  All subsequent  services were performed under the
Intercompany Services Agreement with Cognizant Corporation and subsequent to the
Spin-Off , IMS  Health.  Total  costs in  connection  with these  services  were
$1,666,000 for the year ended December 31, 1998.

                                       13
<PAGE>

     From January 1, 1997 through  December 31, 1998,  the Company sublet office
space  in New  York  City  from  a  subsidiary  of  Cognizant  Corporation  and,
subsequent to the Spin-Off,  a subsidiary of IMS Health. The Company made annual
lease  payments  to the  subsidiary  of  $107,000  and $99,000 in 1998 and 1997,
respectively, which it believes was fair market value for the sublease.

     Certain  employees of the Company,  including Mr.  Mahadeva and Mr. Coburn,
participate 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.  The Company's  cost for these plans is
included in the  allocation  of expense  from IMS Health for  employee  benefits
plans.

     In October  1997,  the  Company  loaned  $63,300 to Mr.  Narayanan  for the
purchase of a residence. The loan is secured by the residence and bears interest
at the rate of two  percent  per annum.  Principal  and  interest on the loan is
payable over a ten-year  period.  The loan matures in October 2007. In the event
of termination of employment,  Mr. Narayanan must repay the outstanding  balance
of the loan, plus interest at a higher rate under certain  circumstances.  As of
December 31, 1998, the outstanding balance of the loan,  including principal and
accrued interest, was $53,000.

     In March 1998, the Company granted  non-qualified stock options to purchase
an  aggregate of 48,750  shares of Class A Common  Stock to Mr.  Mahadeva for an
exercise price of $6.92 per share.

     In March 1998, the Company  granted  non-qualified  stock options under the
Employee  Plan to purchase an aggregate of 47,450 shares of Class A Common Stock
to certain employees, including options to purchase 6,500 shares to Mr. D'Souza,
effective upon  consummation  of the Company's IPO at an exercise price equal to
the IPO price per share of $10.00. The Company also granted  non-qualified stock
options  under the Director  Plan to purchase an  aggregate of 36,500  shares of
Class A Common Stock to certain  directors,  including options to purchase 6,500
shares to Mr.  Bellomo  and options to  purchase  15,000  shares each to Messrs.
Cosgrave,  a  former  director  of  the  Company,  and  Klein,   effective  upon
consummation  of the Company's  IPO at an exercise  price equal to the IPO price
per share.

     In May 1998,  the Company  granted  non-qualified  stock  options under the
Employee  Plan to purchase an aggregate of 64,750 shares of Class A Common Stock
to certain  employees  effective  upon  consummation  of the Company's IPO at an
exercise price equal to the IPO price per share.

     In May 1998, in connection  with the resolution of certain  matters between
an  affiliate  of  Cognizant  Corporation  and Pilot  Software,  Pilot  Software
remitted  $500,000 to the Company.  Of such  amount,  $315,321 was in respect of
amounts due to the Company from Pilot  Software for  services  rendered  through
April 30, 1998 and  $184,679  was a  prepayment  for  services to be provided to
Pilot Software by the Company after such date.


            PROPOSAL TO APPROVE THE 1999 INCENTIVE COMPENSATION PLAN

     The Board of Directors has adopted,  and is submitting to stockholders  for
approval,   the  Cognizant  Technology  Solutions   Corporation  1999  Incentive
Compensation Plan (the "Incentive Plan"). A total of 1,000,000 shares of Class A
Common Stock of the Company  ("Common Stock") will be reserved for issuance upon
the exercise of stock options or other awards granted under the Incentive Plan.

GENERAL

     The purpose of the Incentive Plan is to:

     o    aid  the  Company  in  motivating  certain   employees,   non-employee
          directors and  independent  contractors  to put forth maximum  efforts
          toward the growth, profitability and success of the Company; and

     o    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 the Company's 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 750,000 shares during the life of the Incentive Plan.
Additionally, the maximum dollar

                                       14
<PAGE>

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

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

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

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

     o    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 Common
Stock is listed or (2) will  disqualify any incentive stock option granted under
the Incentive Plan.

     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:

     o    determine eligibility for participation;

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

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

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

     o    accelerate the vesting of any award.

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.  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,  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 Common Stock,  or other  valuation  (which shall be no less than the fair
market value of the 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 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 Common  Stock
unless otherwise determined by the Compensation Committee on the date of grant.

     Stock  Units.  A  stock  unit  is a  hypothetical  share  of  Common  Stock
represented  by a notional  account  established  and maintained or caused to be
established  and maintained by the Company 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

                                       15
<PAGE>

shall  provide for  payment in shares of Common  Stock at such time as the award
agreement shall specify.  The Compensation  Committee has the sole discretion to
pay the stock unit in Common Stock, cash or a combination.

     Performance  Shares.  A performance  share consists of a share or shares of
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
Common Stock, cash or a combination.

     Performance  Unit. A performance unit is a hypothetical  share or shares of
Common Stock  represented by a notional  account  established  and maintained or
caused to be  established  and  maintained  by the  Company  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 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 the Company under Section 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 Common Stock or any other publicly-traded  securities of the Company; 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 the  Company's  stockholders.  Additionally,  the material  terms of
performance goals must be disclosed and reapproved by the Company's stockholders
no later  than the first  stockholder  meeting  that  occurs  in the fifth  year
following the year in which the Company's stockholders  previously approved such
performance goals.

     In the event a grantee's  employment  with the Company 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

     o   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;

     o   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

     o   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.

                                       16
<PAGE>
CHANGE IN CONTROL

     Upon the  occurrence  of a change in control of the Company,  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 the Company or be substituted by a similar award under such
entity's compensation plan.

FEDERAL TAX ASPECTS OF THE INCENTIVE PLAN

     The Company  believes  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 the Company.  The optionee will have no taxable
income upon  exercising  an ISO  (except  that the  alternative  minimum tax may
apply), and the Company 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;  the Company  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 the Company in connection with a disposition of shares acquired
under an option  except that the  Company 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;  the Company  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;  the  Company  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 1934 Act.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE INCENTIVE PLAN.


              PROPOSAL TO APPROVE THE EMPLOYEE STOCK PURCHASE PLAN

     The Board of Directors has adopted,  and is submitting to stockholders  for
approval, the Cognizant Technology Solutions Corporation Employee Stock Purchase
Plan (the  "Purchase  Plan").  The purpose of the Purchase  Plan is 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  potential economic  progress.  A total of 400,000 shares will be made
available for issuance and purchase pursuant to the Purchase Plan.

     The  Purchase  Plan is  intended  to form part of an  overall  compensation
structure for the Company, in conjunction with the Company's stock option plans,
to  provide  an  additional  source  for  employees  to share  in the  Company's
prospects for equity growth.  The Board of Directors believes that a broad-based
plan,  such as the Purchase  Plan,  serves as an important  element in promoting
equity ownership among employees  generally.  At March 31, 1999, the Company had
approximately 1,740 full-time employees.

     In general,  the Purchase Plan provides for eligible employees to designate
in advance of specified  purchase periods (which will be annual,  semi-annual or
quarterly) a percentage  of  compensation  (up to 10%) 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 85% 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 the total  combined  voting power or value of all classes of stock of
the Company.

                                       17
<PAGE>

     The 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 Purchase  Plan's
effective date. The Purchase Plan was adopted by the Board of Directors on April
13,  1999.  In addition,  the  Purchase  Plan is intended to comply with certain
requirements  of Rule 16b-3 under the Exchange Act.  Messrs.  Bellomo,  Howe and
Klein serve on the committee which administers the Purchase Plan.

     The term of the Purchase Plan will extend through December 31, 2003, unless
terminated earlier by the Board of Directors.  The Board of Directors  generally
has the right to amend or  terminate  the  Purchase  Plan without the consent of
participants or stockholders, subject to certain exceptions.

     Each person  employed  by the Company  (except  short-term,  part-time,  or
seasonal  employees)  is  eligible  to  participate  in the  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 the total
combined voting power or value of all classes of stock of the Company.

     The  purchase  price per share of the Class A Common  Stock  sold under the
Purchase Plan for any Purchase  Period will be equal to the lesser of (a) 85% of
the "fair market  value" of a shares of Class A Common Stock on the first day of
such Purchase Period,  or (b) 85% of the "fair market value" of a share of Class
A 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 if the Class A Common
Stock is traded on the Nasdaq National Market or a national securities exchange,
the closing sale price of the Class A Common Stock thereon,  in each case on the
applicable  date  or,  if there is no such  sale on that  day,  then on the last
preceding date on which such a sale was reported.

     Under the 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 Purchase Plan,  further action is required
as explained  below. A Purchase Period will be a period of three,  six or twelve
months (as elected in advance by the committee administering the Purchase Plan),
during which time payroll deductions will be made to fund the purchase of shares
subject to option.  The first Purchase  Period will commence on July 1, 1999 and
end on January 1, 2000.  The maximum  number of shares an  Eligible  Employee is
eligible to purchase  for any Purchase  Period of one calendar  year is $25,000.
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 stock of the
Company  (including  any  number of shares  which  such  person is  entitled  to
purchase  under the Purchase  Plan)  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 such person will be entitled to purchase pursuant to the 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 in
advance of the first day of each  Purchase  Period.  By doing so,  the  employee
becomes a Participant in the Purchase Plan. Under the Stock Purchase  Agreement,
each  Eligible  Employee who elects to  participate  in the  Purchase  Plan must
authorize contributions to the 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 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
Purchase Plan (an "Account").

     For  any  particular  Purchase  Period,  the  committee  administering  the
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 the Company  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 Purchase Plan. The Company 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.

                                       18
<PAGE>

     Shares of Class A Common Stock acquired pursuant to the exercise of options
under the 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
Purchase  Plan of one  share of Class A Common  Stock for the  current  Purchase
Period, the Participant will purchase,  and the Company 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.

     No Participant  may, in any calendar  year,  purchase such number of shares
under the Purchase Plan which, when aggregated with all other shares of stock of
the Company which he or she may be entitled to purchase under any other employee
stock  purchase  plans of the Company  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  Purchase  Plan is  through  payroll
deductions whose maximum limit is 10% of  Compensation,  the 10% limitation will
be the  effective  limit on  purchases  of stock  under  the  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 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.

INCOME TAX CONSEQUENCES

     Options  issued under the Purchase  Plan are intended to be options  issued
pursuant to an "Employee  Stock Purchase Plan" within the meaning of Section 423
of the Code.  Accordingly,  if a  Participant  exercises an option and holds the
shares for the applicable  holding period,  and remains an employee at all times
during the period beginning with the date the option is granted and ending three
months before the date it is  exercised,  he or she will be entitled for Federal
income tax purposes to special tax treatment. Under such circumstances, any gain
realized upon  disposition  of the shares will be treated as ordinary  income to
the  extent of the lesser of (i) 15% of the fair  market  value of the shares on
the date the option  was  granted,  or (ii) the amount by which the fair  market
value of the shares on the date of  disposition  exceeded the option price.  Any
further gain will be treated as long-term  capital gain. The applicable  holding
period is the longer of (i) two years after the date the option is  granted,  or
(ii) one year after the shares are issued.  The Company  will not be entitled to
any tax  deduction  for Federal  income tax  purposes  with respect to shares so
acquired and disposed of by a Participant.

     The Purchase Plan does not contain any  provisions  requiring a Participant
to hold the optioned stock for any period after  exercise of the option,  nor to
acquire such stock for investment purposes.  However, unless a Participant holds
the stock for more than two years after the option is granted and one year after
the stock is issued,  he or she will not be entitled to  long-term  capital gain
treatment  for Federal  income tax purposes on any increase in fair market value
of the stock between the date the option was granted and the date the option was
exercised.  If the Participant disposes of the stock within such one-year period
or such  two-year  period,  any excess of the fair  market  value on the date of
exercise  over the option price is taxable as ordinary  income to him or her and
is deductible by the Company for Federal income tax purposes.

     The  number  of  shares  of Class A Common  Stock  which  can be  purchased
pursuant to options  under the Purchase  Plan are subject to  adjustment  in the
event of  certain  recapitalizations  of the  Company.  Participants'  rights to
purchase  stock pursuant to the Purchase Plan are not  transferable.  Generally,
the  Company's  Board of  Directors,  without the consent of  Participants,  can
terminate or amend the Purchase  Plan,  except that no such action can adversely
affect options previously granted and, without stockholder  approval,  the Board
may not: (i) increase the total amount of Class A Common Stock  allocated to the
Purchase Plan (except for permitted capital adjustments);  (ii) change the class
of Eligible Employees;  (iii) decrease the minimum purchase price; (iv) extend a
Purchase Period; or (v) extend the term of the Purchase Plan.

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

                                       19
<PAGE>
               RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     The Board of Directors of the Company has, subject to stockholder approval,
retained  PricewaterhouseCoopers  LLP as independent  accountants of the Company
for the year ending December 31, 1999. PricewaterhouseCoopers LLP also served as
independent accountants of the Company for 1998. Neither the accounting firm nor
any of its  members  has any direct or  indirect  financial  interest  in or any
connection with the Company in any capacity other than as accountants.

     THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  RATIFICATION  OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS  LLP AS THE INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 1999.

     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 wish to submit  proposals  for inclusion in the Company's
proxy  statement  and  form of proxy  relating  to the 2000  Annual  Meeting  of
Stockholders  must  advise the  Secretary  of the Company of such  proposals  in
writing by December 27, 1999.

                                  OTHER MATTERS

     The 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 the  Board of
Directors  of the  Company,  whose  notice of meeting is  attached to this Proxy
Statement,  and the  entire  cost  of such  solicitation  will be  borne  by the
Company.

     In addition to the use of the mails,  proxies may be  solicited by personal
interview,  telephone and telegram by Directors, officers and other employees of
the  Company  who will not be  specially  compensated  for these  services.  The
Company  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.  The
Company will reimburse such persons for their reasonable  expenses in connection
therewith.

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

     COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION WILL FURNISH,  WITHOUT CHARGE, A
COPY OF ITS REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998,  INCLUDING
FINANCIAL  STATEMENTS AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS,  TO EACH
OF ITS  STOCKHOLDERS  OF  RECORD  ON  MARCH  31,  1999,  AND TO EACH  BENEFICIAL
STOCKHOLDER  ON THAT DATE UPON  WRITTEN  REQUEST  MADE TO THE  SECRETARY  OF THE
COMPANY. A REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.

     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 26, 1999



                                       20
<PAGE>
                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
              OF THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS

     The  undersigned  hereby  constitutes and appoints  Wijeyaraj  Mahadeva and
Gordon Coburn, and each of them, his or her true and lawful agent and proxy with
full power of  substitution  in each,  to represent and to vote on behalf of the
undersigned  all of the shares of Class A Common Stock of  Cognizant  Technology
Solutions  Corporation (the "Company") which the undersigned is entitled to vote
at the Annual Meeting of  Stockholders  of the Company to be held at the Teaneck
Marriott at  Glenpointe,  100 Frank W. Burr  Boulevard,  Teaneck,  New Jersey at
10:00 A.M.,  local  time,  on Tuesday,  May 25, 1999 and at any  adjournment  or
adjournments  thereof,  upon the following proposals more fully described in the
Notice of Annual  Meeting of  Stockholders  and Proxy  Statement for the Meeting
(receipt of which is hereby acknowledged).

                  (continued and to be signed on reverse side)

<PAGE>
                         (continued from reverse side)

     This  proxy when  properly  executed  will be voted in the manner  directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted FOR proposals 1, 2, 3 and 4.

1.    ELECTION OF DIRECTORS.
                                             Nominees:   Wijeyaraj Mahadeva
                                                         Anthony Bellomo
VOTE FOR all nominees                         |   |      Victoria Fash 
                                                         Robert W. Howe
FOR, except vote withheld from the following             John Klein and
nominees, (if any):                                      Venetia Kontogouris

------------------------------------

VOTE WITHHELD from all nominees               |   |


2.   APPROVAL OF PROPOSAL TO ADOPT THE COMPANY'S 1999 INCENTIVE COMPENSATION
PLAN.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


3.    APPROVAL OF PROPOSAL TO ADOPT THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


4.    APPROVAL    OF    PROPOSAL    TO    RATIFY    THE     APPOINTMENT     OF
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 1999.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


5.   In his discretion,  the proxy is authorized to vote upon other matters as
may properly come before the Meeting.

   Dated:                                 NOTE:  This proxy must be signed
        ---------------------------       exactly as the name appears hereon.
                                          When shares are held by joint
   --------------------------------       tenants, both should sign.  If the
   Signature of Stockholder               signer is a corporation, please sign
                                          full corporate name by duly authorized
   --------------------------------       officer, giving full title as such. If
   Signature of Stockholder if held       the signer is a partnership, please
   jointly                                sign in partnership name by authorized
                                          person.
I will | | will not | | attend the
Meeting.

PLEASE  MARK,  SIGN,  DATE AND  RETURN  THE  PROXY  CARD  PROMPTLY,  USING THE
ENCLOSED ENVELOPE.
<PAGE>
                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
              OF THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS

     The  undersigned  hereby  constitutes and appoints  Wijeyaraj  Mahadeva and
Gordon Coburn, and each of them, his or her true and lawful agent and proxy with
full power of  substitution  in each,  to represent and to vote on behalf of the
undersigned  all of the shares of Class B Common Stock of  Cognizant  Technology
Solutions  Corporation (the "Company") which the undersigned is entitled to vote
at the Annual Meeting of  Stockholders  of the Company to be held at the Teaneck
Marriott at  Glenpointe,  100 Frank W. Burr  Boulevard,  Teaneck,  New Jersey at
10:00 A.M.,  local  time,  on Tuesday,  May 25, 1999 and at any  adjournment  or
adjournments  thereof,  upon the following proposals more fully described in the
Notice of Annual  Meeting of  Stockholders  and Proxy  Statement for the Meeting
(receipt of which is hereby acknowledged).

                  (continued and to be signed on reverse side)

<PAGE>
                         (continued from reverse side)

     This  proxy when  properly  executed  will be voted in the manner  directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted FOR proposals 1, 2, 3 and 4.

1.    ELECTION OF DIRECTORS.
                                             Nominees:   Wijeyaraj Mahadeva
                                                         Anthony Bellomo
VOTE FOR all nominees                         |   |      Victoria Fash 
                                                         Robert W. Howe
FOR, except vote withheld from the following             John Klein and
nominees, (if any):                                      Venetia Kontogouris

------------------------------------

VOTE WITHHELD from all nominees               |   |


2.   APPROVAL OF PROPOSAL TO ADOPT THE COMPANY'S 1999 INCENTIVE COMPENSATION
PLAN.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


3.   APPROVAL OF PROPOSAL TO ADOPT THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


4.   APPROVAL    OF    PROPOSAL    TO    RATIFY    THE     APPOINTMENT     OF
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 1999.

FOR   |   |                  AGAINST    |   |                  ABSTAIN   |   |


5.   In his discretion,  the proxy is authorized to vote upon other matters as
may properly come before the Meeting.

   Dated:                                 NOTE:  This proxy must be signed
        ---------------------------       exactly as the name appears hereon.
                                          When shares are held by joint
   --------------------------------       tenants, both should sign.  If the
   Signature of Stockholder               signer is a corporation, please sign
                                          full corporate name by duly authorized
   --------------------------------       officer, giving full title as such. If
   Signature of Stockholder if held       the signer is a partnership, please
   jointly                                sign in partnership name by authorized
                                          person.
I will | | will not | | attend the
Meeting.

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