CERTIFICATE OF AMENDMENT
                                       TO
              THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

     Cognizant Technology  Solutions  Corporation,  a corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware (the "Corporation"), does hereby certify as follows:

     FIRST:  That  the  Certificate  of  Incorporation  of the  Corporation  was
originally  filed with the Office of the  Secretary  of the State of Delaware on
April 6, 1988 and was amended and restated on June 12, 1998 (the "Certificate").

     SECOND: That Article IV A of the  Certificate is hereby amended to read, in
its entirety, as follows:

                                   ARTICLE IV
                                   ----------

     A.   The total number of shares of stock that the  Corporation  shall  have
authority to issue is One Hundred Forty Million  (140,000,000)  of which (i) One
Hundred  Million  (100,000,000)  shares shall be shares of Class A Common Stock,
$.01 par value per share (the "Class A Common Stock"),  and Twenty-five  Million
(25,000,000)  shares shall be shares of Class B Common Stock, $.01 par value per
share (the  "Class B Common  Stock")  (the Class A Common  Stock and the Class B
Common Stock being collectively  referred to herein as the "Common Stock"),  and
(ii) Fifteen  Million  (15,000,000)  shares shall be shares of Preferred  Stock,
$.10 par value per share (the "Preferred Stock")."

     THIRD:  That the  aforesaid  amendment  was duly  adopted  by the  Board of
Directors and by the  stockholders  of the  Corporation  in accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

                                     *******





     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its duly elected Chairman of the Board and Chief Executive  Officer on
this 30th day of May, 2000.
     ----

                                           By: /s/ W.A. Mahadeva
                                              ----------------------------
                                               Wijeyaraj Mahadeva,
                                               Chairman of the Board and
                                               Chief Executive Officer