<SUBMISSION>
<ACCESSION-NUMBER>0000903100-04-000226
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040420
<ITEMS>5
<FILING-DATE>20040528
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>COGNIZANT TECHNOLOGY SOLUTIONS CORP
<CIK>0001058290
<ASSIGNED-SIC>7371
<IRS-NUMBER>133728359
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-24429
<FILM-NUMBER>04837853
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<BUSINESS-ADDRESS>
<STREET1>500 GLENPOINTE CENTRE WEST
<STREET2>7TH FLOOR
<CITY>TEANECK
<STATE>NJ
<ZIP>07666
<PHONE>2018010233
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 GLENPOINTE CENTRE WEST
<STREET2>7TH FLOOR
<CITY>TEANECK
<STATE>NJ
<ZIP>07666
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_annualmeeting.txt
<DESCRIPTION>COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) May 26, 2004
                                                          ------------


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


        Delaware                    0-24429                     13-3728359
--------------------------------------------------------------------------------
      (State or Other       (Commission File Number)        (IRS Employer
       Jurisdiction                                      Identification No.)
     of Incorporation)


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


                                 (201) 801-0233
                        ---------------------------------
                         (Registrant's telephone number,
                              including area code)


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


<PAGE>


ITEM 5.  OTHER EVENTS.
---------------------

     On May 26, 2004,  Cognizant Technology  Solutions  Corporation,  a Delaware
corporation  (the  "Company")  announced  that its  Stockholders,  at its Annual
Meeting,  approved  an  amendment  to  its  Certificate  of  Incorporation  that
increased the number of authorized  shares of Class A Common Stock.  As a result
of the increase,  the Company's  previously  announced  conditional  two-for-one
stock split on its Class A Common  stock in the form of a stock  dividend  shall
proceed as planned.  Stockholders  of record as of May 27, 2004 will be entitled
to one  additional  share of Class A Common  Stock  for each  share  held on the
record date.  The stock dividend  distribution  is expected to occur on or about
June 17, 2004,  and it is  anticipated  that the Company's  Class A Common Stock
will begin  trading on a  post-split  basis on the business  day  following  the
distribution date.

     The foregoing  statements  are qualified in their entirety by the Company's
press release, a complete copy of which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
---------------------------------------------------------------------------

        (c)  Exhibits.
             --------

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

           99.1         Press Release of Cognizant Technology Solutions
                        Corporation dated May 26, 2004.


<PAGE>


                                   SIGNATURES


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

                                COGNIZANT TECHNOLOGY
                                SOLUTIONS CORPORATION



                                By: /s/ Steven E. Schwartz
                                    --------------------------------------
                                Name:  Steven E. Schwartz
                                Title: Vice President and General Counsel


Date:  May 28, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8k-_annmtgex991.txt
<DESCRIPTION>EXHIBIT 99.1 - COGNIZANT TECHNOLOGY SOLUTIONS
<TEXT>


                           FOR:        Cognizant Technology Solutions
                                       Corporation
                                       500 Glenpointe Centre West
                                       Teaneck, NJ  07666

                           CONTACT:    Gordon Coburn
                                       Chief Financial Officer
                                       201-678-2712

FOR IMMEDIATE RELEASE
---------------------

                                       Investors:  Ian Bailey/Kirin Smith
                                       Press:  Brian Maddox/Scot Hoffman
                                       Financial Dynamics
                                       212-850-5600
                                       shoffman@fd-us.com

                    COGNIZANT TECHNOLOGY SOLUTIONS ANNOUNCES
       STOCKHOLDER APPROVAL OF INCREASE IN NUMBER OF SHARES OF AUTHORIZED
                              CLASS A COMMON STOCK
      * Previously announced conditional stock split to proceed as planned



Teaneck, NJ - May 26, 2004 - Cognizant Technology Solutions Corporation (Nasdaq:
CTSH), a leading provider of IT services, today announced that its Stockholders,
at its Annual Meeting, approved an amendment to its Certificate of Incorporation
that  increased  the number of authorized  shares of Class A Common Stock.  As a
result of the increase, Cognizant's previously announced conditional two-for-one
stock split on its Class A Common  stock in the form of a stock  dividend  shall
proceed as planned.  Stockholders  of record as of May 27, 2004 will be entitled
to one additional  share of common stock for each share held on the record date.
The stock dividend  distribution is expected to occur on or about June 17, 2004,
and it is anticipated that the company's Class A Common Stock will begin trading
on a post-split basis the business day following the distribution date.

ABOUT COGNIZANT TECHNOLOGY SOLUTIONS
------------------------------------

Cognizant Technology Solutions Corporation (Nasdaq:  CTSH) is a leading provider
of IT services. Focused on delivering strategic information technology solutions
that  address the complex  business  needs of its  clients,  Cognizant  provides
applications   management,   development,   integration,   and   re-engineering,
infrastructure management, business process outsourcing, and a number of related
services  such  as  enterprise  consulting,  technology  architecture,   program
management and change management through its onsite/offshore outsourcing model.

Cognizant's  more than 11,100  employees  are  committed  to  partnerships  that
sustain  long-term,  proven  value for  customers  by  delivering  high-quality,
cost-effective  solutions through its development  centers in India and Ireland,
and onsite client teams.  Cognizant maintains P-CMM and CMMi Level 5 assessments
from an independent  third-party  assessor and was recently ranked #1 in Forbes'
Hot Shots 200 Up & Comers and ranked as the top information  technology  company
in BusinessWeek's Hot Growth Companies.  Further information about Cognizant can
be found at www.Cognizant.com.



<PAGE>



This press release  includes  statements  which may  constitute  forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the accuracy of which are necessarily  subject to
risks,  uncertainties  and assumptions as to future events that may not prove to
be accurate.  Factors that could cause actual results to differ  materially from
those expressed or implied include general  economic  conditions and the factors
discussed in our most recent Form 10-K and other filings with the Securities and
Exchange Commission.  Cognizant undertakes no obligation to update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.
                                     ###

</TEXT>
</DOCUMENT>
</SUBMISSION>
