SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2001
                           Commission File No. 0-24429

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

               Delaware                               13-3728359
- --------------------------------         ------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

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)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

        Yes:  X                                               No:
            -----                                                -----

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of October 17, 2001:

    Class                                                  Number of Shares
    -----                                                  ----------------

Class A Common Stock, par
   value $.01 per share                                        7,965,614

Class B Common Stock, par
   value $.01 per share                                       11,290,900




                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----
PART I.  FINANCIAL INFORMATION

   Item 1.  Condensed Consolidated Financial Statements (Unaudited)...  1

            Condensed Consolidated Statements of Income and
            Comprehensive Income (Unaudited) for the Three Months
            and Nine Months Ended September 30, 2001 and 2000.........  2

            Condensed Consolidated Statements of Financial
            Position (Unaudited) as of September 30, 2001 and
            December 31, 2000 ........................................  3

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            for the Nine Months Ended September 30, 2001 and 2000.....  4

            Notes to Condensed Consolidated Financial Statements
            (Unaudited)...............................................  5

   Item 2.  Management's Discussion and Analysis of
            Results of Operations and Financial Condition.............  9

PART II. OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K..........................  17

   SIGNATURES.........................................................  18



                                       ii











                          PART I. FINANCIAL INFORMATION

               ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




                                      -1-



                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)




                                                                      Three Months Ended                 Nine Months Ended
                                                                        September 30,                      September 30,
                                                                    2001             2000              2001             2000
                                                                    ----             ----              ----             ----

                                                                                                       
Revenues....................................................    $  40,403      $    33,376       $   120,803       $    84,992
Revenues - related party....................................        5,099            3,731            13,514            10,986
                                                                ---------      -----------       -----------       -----------
   Total revenues...........................................       45,502           37,107           134,317            95,978

Cost of revenues............................................       23,109           19,110            68,859            49,425
                                                                ---------      -----------       -----------       -----------
Gross profit................................................       22,393           17,997            65,458            46,553

Selling, general and administrative
   expenses.................................................       11,441            9,673            34,306            25,068
Depreciation and amortization expense.......................        1,629            1,245             4,566             3,242
                                                                ---------      -----------       -----------       -----------
Income from operations......................................        9,323            7,079            26,586            18,243

Other income (expense):
   Interest income..........................................          643              732             2,006             1,779
   Other expense - net......................................         (209)            (167)             (604)             (431)
                                                                ---------      -----------       -----------       -----------
         Total other income.................................          434              565             1,402             1,348
                                                                ---------      -----------       -----------       -----------

Income before provision for income taxes....................        9,757            7,644            27,988            19,591
Provision for income taxes..................................       (3,649)          (2,859)          (10,468)           (7,327)
                                                                ---------      -----------       -----------       -----------
Net income..................................................    $   6,108      $     4,785       $    17,520       $    12,264
                                                                =========      ===========       ===========       ===========

Basic earnings per share....................................    $    0.32      $      0.26       $      0.93       $      0.66
                                                                =========      ===========       ===========       ===========
Diluted earnings per share..................................    $    0.30      $      0.24       $      0.86       $      0.61
                                                                =========      ===========       ===========       ===========

Weighted average number of common
   shares outstanding - Basic...............................       19,184           18,584            18,896            18,538
                                                                =========      ===========       ===========       ===========
Dilutive Effect of Shares Issuable as of Period-End
   Under Stock Option Plans.................................        1,331            1,525             1,486             1,688
                                                                =========      ===========       ===========       ===========
Weighted average number of common
   shares outstanding - Diluted.............................       20,515           20,109            20,382            20,226
                                                                =========      ===========       ===========       ===========


Comprehensive Income:
Net Income..................................................    $   6,108      $     4,785      $     17,520       $    12,264

Foreign Currency Translation Adjustments....................           50              (20)              (59)              (45)
                                                                ---------      -----------      ------------       -----------
Other Comprehensive Income/(Loss), net of Tax:..............    $      50      $       (20)     $        (59)      $       (45)
                                                                =========      ===========      ============       ===========

Comprehensive Income........................................    $   6,158      $     4,765      $     17,461       $    12,219
                                                                =========      ===========      ============       ===========


The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


                                      -2-



                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                   (UNAUDITED)
                        (IN THOUSANDS, EXCEPT PAR VALUES)




                                                                                         SEPTEMBER 30,         DECEMBER 31,
                                                                                             2001                  2000
                                                                                         -------------         ------------
                                      ASSETS
                                                                                                         
Current assets:
     Cash and cash equivalents.......................................................    $    79,767           $    61,976
     Trade accounts receivable, net of allowance of $1,074 and
     $516, respectively..............................................................         19,006                19,187
     Trade accounts receivable-related party.........................................          1,474                 1,361
     Unbilled accounts receivable....................................................          6,449                 1,941
     Unbilled accounts receivable-related party......................................            277                    --
     Other current assets............................................................          4,291                 3,758
                                                                                         -----------           -----------
         Total current assets........................................................        111,264                88,223
                                                                                         -----------           -----------

Property and equipment, net of accumulated depreciation of $15,308 and
  $10,997, respectively..............................................................         22,197                15,937
Goodwill, net........................................................................            957                 1,195
Investment...........................................................................          1,955                 1,955
Other assets.........................................................................          2,200                 2,230
                                                                                         -----------           -----------
         Total assets................................................................    $   138,573           $   109,540
                                                                                         ===========           ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable................................................................    $     2,995           $     2,849
       Accounts payable-related party................................................             16                     8
     Accrued and other current liabilities...........................................         20,689                23,865
                                                                                         -----------           -----------
         Total current liabilities...................................................         23,700                26,722

Deferred income taxes................................................................         22,377                16,702
                                                                                         -----------           -----------
         Total liabilities...........................................................         46,077                43,424
                                                                                         -----------           -----------

Commitments and Contingencies (Note 7)

Stockholders' equity:
Preferred stock, $.10 par value, 15,000 shares authorized, none issued...............             --                    --
Class A common stock, $.01 par value, 100,000 shares authorized,
     7,962 shares and 7,362 shares issued and outstanding at
     September 30, 2001 and December 31, 2000, respectively..........................             80                    73
Class B common stock, $.01 par value, 25,000 shares authorized,
     11,290 shares issued and outstanding at September 30, 2001 and
      December 31, 2000, respectively................................................            113                   113
Additional paid-in-capital...........................................................         38,006                29,094
Retained earnings....................................................................         54,406                36,886
Cumulative translation adjustment....................................................           (109)                  (50)
                                                                                         -----------           -----------
         Total stockholders' equity..................................................         92,496                66,116
                                                                                         -----------           -----------
         Total liabilities and stockholders' equity..................................    $   138,573           $   109,540
                                                                                         ===========           ===========

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.



                                      -3-


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)




                                                                                             FOR THE NINE MONTHS ENDED
                                                                                                   SEPTEMBER 30,

                                                                                              2001               2000
                                                                                              ----               ----
                                                                                                    
Cash flows from operating activities:
Net income........................................................................     $      17,520      $    12,264

Adjustments to reconcile net income to net cash provided by operating
activities:
         Depreciation and amortization............................................             4,566            3,242
         Provision for doubtful accounts..........................................             1,388              269
         Deferred income taxes....................................................             5,675            5,065
             Tax benefit related to option exercises..............................             4,101            1,095
Changes in assets and liabilities:
         Trade accounts receivable................................................            (1,320)          (8,621)
         Other current assets.....................................................            (5,318)          (2,264)
         Other assets.............................................................               133             (473)
         Accounts payable.........................................................               146              468
         Accrued and other liabilities............................................            (3,176)           6,148
                                                                                       -------------      -----------
Net cash provided by operating activities.........................................            23,715           17,193
                                                                                       -------------      -----------
Cash flows from investing activities:
Purchases of property and equipment-net...........................................           (10,691)          (6,355)
Investment........................................................................                --           (1,955)
                                                                                       -------------      -----------
Net cash used in investing activities.............................................           (10,691)          (8,310)
                                                                                       -------------      -----------

Cash flows from financing activities:
Proceeds from issued shares/contributed capital...................................             4,818            1,357
Payments to related party.........................................................                 8               --
                                                                                       -------------      -----------
Net cash provided by financing activities.........................................             4,826            1,357
                                                                                       -------------      -----------

Effect of currency translation....................................................               (59)             (45)
                                                                                       -------------      -----------

Increase in cash and cash equivalents ............................................            17,791           10,195
Cash and cash equivalents, beginning of year......................................            61,976           42,641
                                                                                       -------------      -----------
Cash and cash equivalents, end of period..........................................     $      79,767      $    52,836
                                                                                       =============      ===========

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.



                                      -4-


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                          (DOLLAR AMOUNTS IN THOUSANDS)


NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

     The accompanying  unaudited  condensed  consolidated  financial  statements
included herein have been prepared by Cognizant Technology Solutions Corporation
(the "Company") in accordance with generally accepted  accounting  principles in
the United  States and Article 10 of  Regulation  S-X under the  Securities  and
Exchange  Act of 1934,  as amended  and should be read in  conjunction  with the
Company's  consolidated financial statements (and notes thereto) included in the
Company's  2000  Annual  Report on Form 10-K.  In the  opinion of the  Company's
management,  all adjustments considered necessary for a fair presentation of the
accompanying condensed consolidated financial statements have been included, and
all adjustments are of a normal and recurring nature.  Operating results for the
interim period are not necessarily indicative of results that may be expected to
occur for the entire year.  Certain prior period amounts have been  reclassified
to conform with the 2001 presentation.

NOTE 2 - INVESTMENT:

     In June 2000, the Company  announced a strategic  relationship with Trident
Capital,  a  leading  venture  capital  firm,  to  jointly  invest  in  emerging
e-business service and technology  companies.  In accordance with this strategy,
the Company invested approximately $2,000 in Questra Corporation,  an e-business
consulting  firm  headquartered  in  Rochester,  New York,  in return for a 5.8%
equity  interest.  Trident  Capital  also made a direct  investment  in  Questra
Corporation.  The  Company's  investment  is being  accounted for under the cost
basis of accounting.

NOTE 3 - COMPREHENSIVE INCOME:

     The  Company's  Comprehensive  Income  consists  of net income and  foreign
currency translation adjustments. Accumulated balances of Cumulative Translation
Adjustments, as of September 30, 2001 and September 30, 2000 are as follows:

                                                                Cumulative
                                                                Translation
                                                                Adjustment
          Balance, December 31, 2000.........................    $  (50)
          Period Change......................................       (59)
                                                                 ------
          Balance, September 30, 2001........................    $ (109)
                                                                 ======

          Balance, December 31, 1999.........................    $   (9)
          Period Change......................................       (45)
                                                                 ------
          Balance, September 30, 2000........................    $  (54)
                                                                 ======


                                      -5-



NOTE 4 - RELATED PARTY TRANSACTIONS:

     As of September 30, 2001,  IMS Health  Incorporated  ("IMS  Health")  owned
approximately 58.6% of the outstanding Common Stock of the Company (representing
all of the Company's Class B Common Stock) and held  approximately  93.4% of the
combined voting power of the Company's Common Stock.

     IMS Health  currently  provides  the Company  with  certain  administrative
services including payroll and payables processing, tax planning and compliance,
and permits the Company to participate in certain of IMS Health'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 an intercompany services
agreement  with IMS Health.  Total costs in connection  with these services were
approximately  $330 and $162 for the nine-month periods ended September 30, 2001
and September 30, 2000, respectively.

     Other  related  party  disclosures  are included in Note 6 to the Condensed
Consolidated Financial Statements.

NOTE 5 - ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS:

     In July 2001, the Financial  Accounting Standards Board (the "FASB") issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations" and SFAS No. 142,  "Goodwill and Intangible  Assets." SFAS No. 141
requires companies to account for acquisitions  entered into after June 30, 2001
using the purchase  method and  establishes  criteria to be used in  determining
whether acquired  intangible assets are to be recorded separately from goodwill.
This criterion is to be applied to business  combinations  completed  after June
30, 2001.  SFAS No. 142 sets forth the  accounting  for goodwill and  intangible
assets after the completion of a business  acquisition.  Goodwill will no longer
be amortized, but will instead be tested for impairment by comparing the asset's
fair value to its carrying value. SFAS No. 142 is effective January 1, 2002. The
Company is in the process of analyzing  and assessing the impact of the adoption
of these statements.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or Disposal  of  Long-Lived  Assets."  SFAS No. 144  eliminates  the
requirement for discontinued operations to be measured on a net realizable value
basis and future operating losses to be recognized  before they occur.  Instead,
it requires that assets held for sale be valued at the lower of carrying  amount
or fair value less cost to sell. SFAS 144 extends the reporting requirements for
discontinued operations to certain components of an entity. Under the provisions
of SFAS No.  144,  spin-offs  and  exchanges  of similar  productive  assets are
required to be  recorded  at the lower of carrying  value or fair value and such
assets  classified  as held and used until they are disposed  of. Any  resultant
impairment  loss is required to be recognized when the asset is disposed of. For
assets that are grouped  when an entity is  developing  estimates of future cash
flows,  SFAS No. 144  requires  that the  remaining  useful life of the "primary
asset" be used for the entire group.  In addition,  SFAS No. 144 permits the use
of a probability-weighted  approach in developing estimates of future cash flows
used to test for  recoverability  and in estimating fair value. The Company will
adopt SFAS No. 144  beginning  January 1, 2002 and is currently  evaluating  the
impact of the adoption.


                                      -6-


NOTE 6 - SEGMENT INFORMATION:

     The  Company  delivers  full  life  cycle  solutions  to  complex  software
development and  maintenance  problems that companies face as they transition to
e-business.  These services are delivered  through the use of a seamless on-site
and offshore  consulting  project team. The Company's  primary service offerings
include:  application development and integration;  application management;  and
re-engineering.   North  American   operations  consist  primarily  of  software
development and maintenance consulting services in the United States and Canada.
European  operations  consist primarily of software  development and maintenance
services principally in the United Kingdom and Germany. Asian operations consist
primarily  of  software   development   and  maintenance   consulting   services
principally  in India.  Information  about the  Company's  operations  and total
assets in North America, Europe and Asia for the period ended September 30, 2001
and  September  30,  2000  are  presented  in  accordance  with  SFAS  No.  131,
"Disclosures  About  Segments  of an  Enterprise  and Related  Information,"  as
follows:




                                                       THREE MONTHS ENDED                          NINE MONTHS ENDED
                                                       ------------------                          -----------------
                                                          SEPTEMBER 30,                              SEPTEMBER 30,
                                                          -------------                              -------------
REVENUES (1)                                         2001                  2000                  2001                  2000
                                                     ----                  ----                  ----                  ----
                                                                                                     
North America............................      $    39,432           $    31,263           $     115,729         $    80,013
Europe...................................            5,665                 5,530                  16,824              15,085
Asia.....................................              405                   314                   1,764                 880
                                               -----------           -----------           -------------         -----------
Consolidated.............................      $    45,502           $    37,107           $     134,317         $    95,978
                                               ===========           ===========           =============         ===========

OPERATING INCOME (1)
North America............................      $     8,079           $     5,963           $      22,909         $    15,207
Europe...................................            1,161                 1,056                   3,329               2,868
Asia.....................................               83                    60                     348                 168
                                               -----------           -----------           -------------         -----------
Consolidated.............................      $     9,323           $     7,079           $      26,586         $    18,243
                                               ===========           ===========           =============         ===========



                                                     AS OF SEPTEMBER 30,
IDENTIFIABLE ASSETS                                  2001                2000
                                                     ----                ----
North America............................      $    89,576         $    61,740
Europe...................................            5,946               6,177
Asia.....................................           43,051              27,461
                                               -----------         -----------
Consolidated.............................      $   138,573         $    95,378
                                               ===========         ===========



(1) Revenues and resulting operating income are attributed to regions based upon
customer location.

     In the third quarter of 2001, sales to one related party customer accounted
for 11.2% of revenues.  In the third quarter of 2000, sales to one related party
customer accounted for 10.1% of revenues and one third-party  customer accounted
for 11.1% of revenues. During the nine months ended September 30, 2001, sales to
one related  party  customer  accounted  for 10.1% of revenues.


                                      -7-


During the nine months  ended  September  30, 2000,  sales to one related  party
customer accounted for 11.4% of revenues and one third-party  customer accounted
for 9.3% of revenues.

NOTE 7 - CONTINGENCIES AND COMMITMENTS:

     As  of  September   2001,  the  Company  has  entered  into  fixed  capital
commitments  related  to its  India  development  center  expansion  program  of
approximately  $8.6 million,  of which $5.7 million has been spent to date.  The
multi-phase  program  will  encompass  the  construction  of three  fully  owned
development centers containing  approximately  600,000 sq. ft. of space in Pune,
Chennai and  Calcutta.  Total costs  related to this  program are expected to be
approximately $32.6 million.

     The Company is involved in various claims and legal actions  arising in the
ordinary course of business.  In the opinion of management,  the outcome of such
claims  and legal  actions,  if decided  adversely,  is not  expected  to have a
material adverse effect on the Company's  quarterly or annual operating results,
cash  flows,  or  consolidated  financial  position.  Additionally,  many of the
Company's  engagements  involve  projects that are critical to the operations of
its customers' business and provide benefits that are difficult to quantify. Any
failure in a customer's  computer system could result in a claim for substantial
damages against the Company, regardless of the Company's responsibility for such
failure.  Although the Company attempts to contractually limit its liability for
damages arising from negligent acts, errors, mistakes, or omissions in rendering
its software  development  and maintenance  services,  there can be no assurance
that the limitations of liability set forth in its contracts will be enforceable
in all  instances  or will  otherwise  protect the Company  from  liability  for
damages.   Although  the  Company  has  general  liability  insurance  coverage,
including coverage for errors or omissions,  there can be no assurance that such
coverage will continue to be available on reasonable  terms or will be available
in  sufficient  amounts to cover one or more large  claims,  or that the insurer
will not disclaim  coverage as to any future claim. The successful  assertion of
one or more large  claims  against the Company that exceed  available  insurance
coverage  or changes in the  Company's  insurance  policies,  including  premium
increases or the imposition of large  deductible or  co-insurance  requirements,
could have a  material  adverse  effect on the  Company's  business,  results of
operations and financial condition.


                                      -8-


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS  OF OPERATIONS AND
          FINANCIAL CONDITION.

GENERAL

     The  Company  delivers  high-quality,   cost-effective,   full  life  cycle
solutions  to  complex  software   development  and  maintenance  problems  that
companies face as they  transition to  e-business.  These services are delivered
through the use of a seamless on-site and offshore  consulting project team. The
Company's primary service offerings include:

     o application development and integration;

     o application management; and

     o re-engineering.

     The  Company  began  its  software  development  and  maintenance  services
business in early 1994, as an in-house technology development center for The Dun
& Bradstreet  Corporation and its operating  units. In 1996, the Company,  along
with  Erisco  Inc.,  IMS  International  Inc.,  Nielsen  Media  Research,  Pilot
Software Inc. and Strategic  Technologies  and certain  other  entities,  plus a
majority  interest in Gartner Group Inc. were spun-off from The Dun & Bradstreet
Corporation to form a new company,  Cognizant Corporation.  In 1997, the Company
purchased  the 24.0%  minority  interest in its Indian  subsidiary  from a third
party  for $3.4  million,  making  the  Indian  subsidiary  wholly  owned by the
Company.

     The tragic  events of September  11, 2001 have  significantly  impacted our
travel industry  customers,  which represent  approximately  5% of revenues.  In
addition,  we expect  short-term  logistical delays in launching new initiatives
for  existing  and new  customers.  There is no evidence  that these events have
changed our customers' strategy of doing business in India.

     In June 1998, the Company  completed its initial public  offering.  On June
30, 1998, a majority  interest in the Company,  Erisco,  IMS  International  and
certain other  entities were spun-off  from  Cognizant  Corporation  to form IMS
Health.  At September  30, 2001,  IMS Health  owned  approximately  58.6% of the
outstanding  stock of the Company and held  approximately  93.4% of the combined
voting power of the Company's common stock.

     The  Company's  services are  performed on either a  time-and-materials  or
fixed-price  basis.  Revenues  related  to   time-and-materials   contracts  are
recognized  as  the  service  is  performed.  Revenues  related  to  fixed-price
contracts  are   recognized   using  the   percentage-of-completion   method  of
accounting,  under  which the sales  value of  performance,  including  earnings
thereon,  is  recognized  on the basis of the  percentage  that each  contract's
incurred cost to date bears to the total estimated  cost.  Estimates are subject
to adjustment as a project progresses to reflect changes in expected  completion
costs or dates.  The  cumulative  impact of any  revision  in  estimates  of the
percentage of work completed is reflected in the financial  reporting  period in
which the change in the estimate becomes known,  and any anticipated  losses are
recognized  immediately.  Since the Company bears the risk of cost over-runs and
inflation associated with fixed-price projects,  the Company's operating results
may be adversely  affected by changes in estimates of contract  completion costs
and dates.

                                      -9-


     The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are  forward-looking  statements (within the meaning of Section
21E of the  Securities  Exchange Act of 1934, as amended) that involve risks and
uncertainties. Such forward-looking statements may be identified by, among other
things,  the use of forward-looking  terminology such as "believes," "expects,"
"may,"  "will,"  "should"  or  "anticipates"  or the  negative  thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve  risks  and  uncertainties.  From  time  to  time,  the  Company  or its
representatives have made or may make forward-looking  statements,  orally or in
writing. Such forward-looking statements may be included in various filings made
by the Company with the Securities and Exchange Commission, or press releases or
oral statements made by or with the approval of an authorized  executive officer
of the Company. These forward-looking  statements,  such as statements regarding
anticipated   future  revenues,   contract   percentage   completions,   capital
expenditures,  and other  statements  regarding  matters that are not historical
facts,  involve  predictions.  The  Company's  actual  results,  performance  or
achievements  could differ  materially from the results expressed in, or implied
by, these  forward-looking  statements.  Potential risks and uncertainties  that
could affect the Company's future operating results include, but are not limited
to:  (i) the  significant  fluctuations  of the  Company's  quarterly  operating
results  caused by a  variety  of  factors,  many of which  are not  within  the
Company's control, including (a) the number, timing, scope and contractual terms
of software development and maintenance projects,  (b) delays in the performance
of  projects,  (c) the accuracy of  estimates  of costs,  resources  and time to
complete  projects,  (d) seasonal patterns of the Company's services required by
customers,  (e) levels of market acceptance for the Company's services,  and (f)
the hiring of  additional  staff;  (ii)  changes in the  Company's  billing  and
employee  utilization  rates;  (iii) the Company's  ability to manage its growth
effectively,  which will  require the Company (a) to increase  the number of its
personnel,  particularly skilled technical,  marketing and management personnel,
and  (b)  to  continue  to  develop  and  improve  its  operational,  financial,
communications  and other  internal  systems,  in the United  States,  India and
Europe;   (iv)  the  Company's   limited  operating  history  with  unaffiliated
customers;  (v) the Company's reliance on key customers and large projects; (vi)
the highly competitive nature of the markets for the Company's  services;  (vii)
the  Company's  ability  to  successfully  address  the  continuing  changes  in
information  technology,  evolving  industry  standards  and  changing  customer
objectives  and  preferences;  (viii) the  Company's  reliance on the  continued
services of its key executive officers and leading technical personnel; (ix) the
Company's  ability to attract and retain a sufficient  number of highly  skilled
employees in the future;  (x) the Company's  ability to protect its intellectual
property  rights;  and (xi) general  economic  conditions.  The Company's actual
results may differ materially from the results disclosed in such forward-looking
statements.


                                      -10-



RESULTS OF OPERATIONS

     The  following  table  sets  forth  certain  results  of  operations  as  a
percentage of total revenue:




                                                               THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                                  SEPTEMBER 30,                           SEPTEMBER 30,
                                                                  -------------                           -------------
                                                            2001                2000                2001              2000
                                                            ----                ----                ----              ----
                                                                                                          
Total revenues....................................         100.0%              100.0%              100.0%             100.0%
Cost of revenues..................................          50.8                51.5                51.3               51.5
                                                        --------           ---------            --------           --------
    Gross profit..................................          49.2                48.5                48.7               48.5
Selling, general and administrative
    expense.......................................          25.1                26.1                25.5               26.1
Depreciation and amortization expense.............           3.6                 3.4                 3.4                3.4
                                                        --------           ---------            --------           --------
    Income from operations........................          20.5                19.1                19.8               19.0
Other income (expense):
    Interest income...............................           1.4                 2.0                 1.5                1.9
    Other (expense) income........................          (0.5)               (0.5)               (0.5)              (0.5)
                                                        --------           ---------            --------           --------
Total other income................................           0.9                 1.5                 1.0                1.4
                                                        --------           ---------            --------           --------
Income before provision for income taxes..........          21.4                20.6                20.8               20.4
Provision for income taxes........................          (8.0)               (7.7)               (7.8)              (7.6)
                                                        --------           ---------            --------           --------
Net income .......................................          13.4%               12.9%               13.0%              12.8%
                                                        ========           =========            ========           ========



THREE MONTHS ENDED  SEPTEMBER 30, 2001  COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

     REVENUE.  Revenue  increased by 22.6%, or $8.4 million,  from $37.1 million
during the three months ended  September  30, 2000 to $45.5  million  during the
three months ended September 30, 2001. This increase resulted  primarily from an
increase  in  application  management  services.  For  statement  of  operations
purposes,  revenues from related parties only include revenues recognized during
the period in which the related party was directly  affiliated with the Company.
In the third quarter of 2001, sales to one related party customer  accounted for
11.2% of revenues and no third party  customer  accounted for sales in excess of
10% of  revenues.  In the third  quarter  of 2000,  sales to one  related  party
customer accounted for 10.1% of revenues and one third-party  customer accounted
for 11.1% of revenues.

     GROSS PROFIT. The Company's cost of revenues consists primarily of the cost
of salaries,  payroll  taxes,  benefits,  immigration  and travel for  technical
personnel,  and the cost of sales  commissions.  The Company's  cost of revenues
increased by 20.9%, or  approximately  $4.0 million,  from  approximately  $19.1
million during the three months ended September 30, 2000 to approximately  $23.1
million  during the three months ended  September 30, 2001. The increase was due
primarily  to costs  resulting  from an increase in the number of the  Company's
technical professionals from approximately 2,600 employees at September 30, 2000
to approximately  3,500 employees at September 30, 2001. The increased number of
the Company's  technical  professionals

                                      -11-


is a direct result of greater demand for the Company's  services.  The Company's
gross  profit   increased  by  24.4%,  or  approximately   $4.4  million,   from
approximately  $18.0 million during the three months ended September 30, 2000 to
approximately  $22.4 million  during the three months ended  September 30, 2001.
Gross profit  margin  increased  from 48.5% of revenues  during the three months
ended  September  30, 2000 to 49.2% of revenues  during the three  months  ended
September  30,  2001  primarily  due  to an  increased  reliance  on  fixed  bid
contracts,  which generally have higher margins,  and an increased focus on cost
containment.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses  consist  primarily  of  salaries,  employee  benefits,
travel,  promotion,  communications,  management,  finance,  administrative  and
occupancy  costs as well as  depreciation  and  amortization  expense.  Selling,
general and administrative  expenses,  including  depreciation and amortization,
increased by 19.7%, or  approximately  $2.2 million,  from  approximately  $10.9
million during the three months ended September 30, 2000 to approximately  $13.1
million  during the three months ended  September  30, 2001,  and decreased as a
percentage of revenue from 29.4% to 28.7%.  The dollar increase in such expenses
was due  primarily  to  expenses  incurred  to expand  the  Company's  sales and
marketing  activities  and  increased  infrastructure  expenses  to support  the
Company's  revenue  growth.  The decrease in such  expenses as a  percentage  of
revenue resulted from the Company's increased volume of revenue,  which outpaced
the increase in selling, general and administrative expenses.

     INCOME  FROM  OPERATIONS.   Income  from  operations  increased  31.7%,  or
approximately  $2.2 million,  from  approximately  $7.1 million during the three
months ended September 30, 2000 to  approximately  $9.3 million during the three
months  ended  September  30,  2001,  representing  19.1% and 20.5% of revenues,
respectively. The increase in operating margin was due primarily to an increased
reliance on fixed bid contracts,  which  historically  have higher gross margins
and an increased focus on cost containment.

     OTHER INCOME. Other income consists primarily of interest income offset, in
part, by foreign currency exchange losses.  Interest income decreased by $89,000
from  $732,000  during the three  months  ended  September  30, 2000 to $643,000
during the three months ended  September 30, 2001. The decrease in such interest
income was attributable  primarily to declining interest rates, offset, in part,
by  generally  higher  operating  cash  balances.  The Company  recognized a net
foreign  currency  exchange  loss of  $209,000  during  the three  months  ended
September 30, 2001 as compared to a loss of $167,000 in the prior  period,  as a
result of the effect of changing exchange rates on the Company's transactions.

     PROVISION FOR INCOME TAXES.  The provision for income taxes  increased from
approximately  $2.9  million in the three  months  ended  September  30, 2000 to
approximately $3.6 million in the three months ended September 30, 2001, with an
effective  tax rate of 37.4% for the three months ended  September  30, 2000 and
2001.

     NET INCOME.  Net income increased from  approximately  $4.8 million for the
three  months ended  September  30, 2000 to  approximately  $6.1 million for the
three months ended September 30, 2001, representing 12.9% and 13.4% of revenues,
respectively.

                                      -12-



NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000

     REVENUE.  Revenue increased by 39.9%, or approximately $38.3 million,  from
approximately  $96.0 million during the nine months ended  September 30, 2000 to
approximately  $134.3 million  during the nine months ended  September 30, 2001.
This increase  resulted  primarily  from an increase in  application  management
services.  For statement of operations  purposes,  revenues from related parties
only include  revenues  recognized  during the period in which the related party
was directly affiliated with the Company. During the nine months ended September
30, 2001,  sales to one related party  customer  accounted for 10.1% of revenues
and no third party accounted for sales in excess of 10% of revenues.  During the
nine months  ended  September  30,  2000,  sales to one related  party  customer
accounted for 11.4% of revenues and no third party accounted for sales in excess
of 10% of revenues.

     GROSS  PROFIT.  The  Company's  cost of  revenues  increased  by 39.3%,  or
approximately  $19.4 million,  from approximately  $49.4 million during the nine
months ended September 30, 2000 to  approximately  $68.9 million during the nine
months ended  September  30, 2001.  The increase was due  primarily to increased
costs  resulting  from the  increase  in the number of the  Company's  technical
professionals  from  approximately  2,600  employees  at  September  30, 2000 to
approximately  3,500 employees at September 30, 2001. The Company's gross profit
increased by 40.6%, or approximately  $18.9 million,  from  approximately  $46.6
million during the nine months ended September 30, 2000 to  approximately  $65.5
million  during the nine months ended  September  30, 2001.  Gross profit margin
increased  slightly from 48.5% to 48.7% of revenues during the nine months ended
September 30, 2000 and 2001,  respectively.  The increase in gross profit margin
was due  primarily  to an  increased  reliance  on fixed  bid  contracts,  which
generally have higher margins, and an increased focus on cost containment.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative expenses,  including depreciation and amortization,  increased by
37.3%, or approximately  $10.6 million,  from approximately $28.3 million during
the nine months ended September 30, 2000 to  approximately  $38.9 million during
the nine months ended  September  30,  2001,  and  decreased as a percentage  of
revenue from 29.5% to 28.9%.  The increase in such expenses in absolute  dollars
was due  primarily  to  expenses  incurred  to expand  the  Company's  sales and
marketing  activities  and  increased  infrastructure  expenses  to support  the
Company's  revenue  growth.  The decrease in such  expenses as a  percentage  of
revenue resulted from the Company's increased volume of revenue.

     INCOME  FROM  OPERATIONS.   Income  from  operations  increased  45.7%,  or
approximately  $8.3 million,  from  approximately  $18.2 million during the nine
months ended September 30, 2000 to  approximately  $26.6 million during the nine
months  ended  September  30,  2001,  representing  19.0% and 19.8% of revenues,
respectively. The increase in operating margin was due primarily to an increased
reliance on fixed bid contracts,  which  generally have higher gross margins and
an increased focus on cost containment.

     OTHER INCOME. Interest income increased by $227,000 from approximately $1.8
million during the nine months ended  September 30, 2000 to  approximately  $2.0
million  during the nine months ended  September 30, 2001.  The increase in such
interest income was  attributable  primarily to generally  higher operating cash
balances, offset, in part, by declining interest rates. The Company recognized a
net foreign  currency  exchange  loss of $604,000  during the nine months  ended

                                      -13-


September  30, 2001  compared to a loss of  $431,000 in the prior  period,  as a
result of changes in exchange rates on the Company's transactions.

     PROVISION FOR INCOME TAXES.  The provision for income taxes  increased from
approximately  $7.3  million for the nine  months  ended  September  30, 2000 to
approximately  $10.5 million for the nine months ended  September 30, 2001, with
an effective tax rate of 37.4% for the nine months ended  September 30, 2000 and
2001.

     NET INCOME. Net income increased from  approximately  $12.3 million for the
nine months ended September 30, 2000 to approximately $17.5 million for the nine
months ended  September 30, 2001,  representing  12.8% and 13.0% of revenues for
the nine months ended September 30, 2000 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Historically, through the date of the IPO, the Company's primary sources of
funding had been cash flow from operations and intercompany  cash transfers with
its majority owner and controlling parent company Cognizant  Corporation and IMS
Health.  In June 1998, the Company  consummated  its initial public  offering of
5,834,000 (2,917,000 pre-split) shares of its Class A Common Stock at a price to
the public of $5.00 ($10.00 pre-split) per share, of which 5,000,000  (2,500,000
pre-split)  shares were  issued and sold by the  Company  and  834,000  (417,000
pre-split)  shares  were  sold,  at that time,  by  Cognizant  Corporation,  the
Company's then owner and  controlling  parent  company.  The net proceeds to the
Company from the offering were  approximately  $22.4  million after  $843,000 of
direct expenses. The funds received by the Company from the IPO were invested in
short-term,  investment grade,  interest bearing  securities,  after the Company
used a portion  of the net  proceeds  to repay  approximately  $6.6  million  of
non-trade related party balances to Cognizant Corporation.  The Company has used
and will continue to use the remainder of the net proceeds from the offering for
(i) expansion of existing operations,  including the Company's offshore software
development  centers;  (ii)  continued  development  of new  service  lines  and
possible  acquisitions  of  related  businesses;  and  (iii)  general  corporate
purposes including working capital.  At September 30, 2001, the Company had cash
and cash equivalents of approximately $79.8 million.

     Net cash provided by operating  activities was approximately  $23.7 million
during the nine months ended September 30, 2001 as compared to net cash provided
by operating  activities of  approximately  $17.2 million during the nine months
ended September 30, 2000. The increase  results  primarily from a lower increase
in trade accounts  receivable,  and increased net income  partially  offset by a
decrease in accrued and other  liabilities and an increase in unbilled  accounts
receivable.  Trade accounts  receivable,  net of allowance,  remained relatively
constant at $20.5 million at September  30, 2001  compared to the  corresponding
balance at December  31,  2000.  The Company  monitors  turnover,  aging and the
collection of accounts  receivable  through the use of management  reports which
are prepared on a customer  basis and evaluated by the Company's  finance staff.
At September 30, 2001, the Company's day's sales outstanding, including unbilled
receivables,  was  approximately  55 days  compared to 50 days at September  30,
2000.

     The Company's  investing  activities used net cash of  approximately  $10.7
million for the nine  months  ended  September  30, 2001 as compared to net cash
used of approximately  $8.3 million for the same period in 2000. The increase in
2001  compared to 2000  primarily  reflects an increase

                                      -14-


in purchases of property and equipment  partially  offset by the fact that there
is no  comparable  item in 2001 related to the  Company's  investment in Questra
Corporation in June 2000.

     The Company's financing  activities provided net cash of approximately $4.8
million for the nine  months  ended  September  30, 2001 as compared to net cash
provided by  financing  activities  of  approximately  $1.4 million for the same
period in 2000.  The increase in net cash provided by financing  activities  was
related  primarily to a higher level of cash proceeds from the exercise of stock
options and  employee  stock  purchase  plan shares in 2001,  as compared to the
prior year.  The exercise of stock  options and the  purchase of employee  stock
purchase plan shares resulted in an increase of approximately  600,000 shares in
the  Company's  outstanding  Class A Common  Stock  during the nine months ended
September 30, 2001.

     As of September 30, 2001, the Company had no significant third-party debt.

     The Company had working  capital of $87.6 million at September 30, 2001 and
$61.5 million at December 31, 2000.

     As of  September  30,  2001,  the Company has  entered  into fixed  capital
commitments  related  to its  India  development  center  expansion  program  of
approximately  $8.6 million,  of which $5.7 million has been spent to date.  The
multi-phase  program  will  encompass  the  construction  of three  fully  owned
development centers containing  approximately  600,000 sq. ft. of space in Pune,
Chennai and  Calcutta.  Total costs  related to this  program are expected to be
approximately $32.6 million.

     The Company  believes that its available  funds and the cash flows expected
to be  generated  from  operations,  will be adequate to satisfy its current and
planned operations and needs through at least the next 12 months.

FOREIGN CURRENCY TRANSLATION

     The  assets  and  liabilities  of  the  Company's   Canadian  and  European
subsidiaries  are  translated  into U.S.  dollars at current  exchange rates and
revenues and expenses are  translated at average  monthly  exchange  rates.  The
resulting  translation  adjustments  are  recorded  in a separate  component  of
stockholders'  equity.  For the  Company's  Indian  subsidiary,  the  functional
currency is the U.S.  dollar  since its sales are made  primarily  in the United
States,  the sales price is  predominantly  in U.S.  dollars and there is a high
volume of  intercompany  transactions  denominated in U.S.  dollars  between the
Indian subsidiary and its U.S.  affiliates.  Non-monetary assets and liabilities
are  translated  at  historical   exchange  rates,  while  monetary  assets  and
liabilities are translated at current exchange rates. A portion of the Company's
costs in India  are  denominated  in local  currency  and  subject  to  exchange
fluctuations,  which has not had any material  adverse  effect on the  Company's
results of operations.

EFFECTS OF INFLATION

     The Company's most significant  costs are the salaries and related benefits
for its programming staff and other professionals.  Competition in India and the
United States for  professionals  with advanced  technical  skills  necessary to
perform the  services  offered by the Company have caused wages to increase at a
rate  greater  than the  general  rate of  inflation.  As with  other IT service
providers,  the Company must adequately anticipate wage increases,  particularly
on its fixed-price contracts. There can be no assurance that the Company will be
able to recover cost

                                      -15-


increases  through  increases  in the prices that it charges for its services in
the United States and elsewhere.

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001,  the FASB issued SFAS No. 141,  "Business  Combinations"  and
SFAS No. 142, "Goodwill and Intangible  Assets." SFAS No. 141 requires companies
to account for acquisitions  entered into after June 30, 2001 using the purchase
method and  establishes  criteria  to be used in  determining  whether  acquired
intangible assets are to be recorded separately from goodwill. This criterion is
to be applied to business  combinations  completed after June 30, 2001. SFAS No.
142 sets forth the  accounting  for  goodwill  and  intangible  assets after the
completion  of a business  acquisition.  Goodwill  will no longer be  amortized,
rather,  tested  for  impairment  by  comparing  the  asset's  fair value to its
carrying value. SFAS No. 142 is effective January 1, 2002.  Management is in the
process  of  analyzing  and  assessing  the  impact  of the  adoption  of  these
statements.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or Disposal  of  Long-Lived  Assets."  SFAS No. 144  eliminates  the
requirement for discontinued operations to be measured on a net realizable value
basis and future operating losses to be recognized  before they occur.  Instead,
it requires that assets held for sale be valued at the lower of carrying  amount
or fair value less cost to sell. SFAS 144 extends the reporting requirements for
discontinued operations to certain components of an entity. Under the provisions
of SFAS No.  144,  spin-offs  and  exchanges  of similar  productive  assets are
required to be  recorded  at the lower of carrying  value or fair value and such
assets  classified  as held and used until they are disposed  of. Any  resultant
impairment  loss is required to be recognized when the asset is disposed of. For
assets that are grouped  when an entity is  developing  estimates of future cash
flows,  SFAS No. 144  requires  that the  remaining  useful life of the "primary
asset" be used for the entire group.  In addition,  SFAS No. 144 permits the use
of a probability-weighted  approach in developing estimates of future cash flows
used to test for  recoverability  and in estimating fair value. The Company will
adopt SFAS No. 144  beginning  January 1, 2002 and is currently  evaluating  the
impact of the adoption.


                                      -16-


PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)   Exhibits.

               None.

         (b)   Reports on Form 8-K.

               No reports on Form 8-K  were filed  during the  quarter for which
               this report on Form 10-Q is filed.



                                      -17-


                                   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 thereunto duly authorized.


                                 Cognizant Technology Solutions Corporation


DATE:  November 13, 2001         By:  /s/ Wijeyaraj Mahadeva
                                    ---------------------------------------
                                    Wijeyaraj Mahadeva,
                                    Chairman of the Board and Chief Executive
                                    Officer (Principal Executive Officer)


DATE:  November 13, 2001         By:  /s/ Gordon Coburn
                                    -----------------------------------------
                                    Gordon Coburn,
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)