Exhibit 99(a)(1)(G)


                        [LOGO OF EDGEWATER TECHNOLOGY]

                    MEMORANDUM TO HOLDERS OF STOCK OPTIONS

To: Holders of Stock Options
From: Edgewater Technology, Inc.
Date: December 21, 2000

Re: Tender of Qualified Option Shares in the Company's Tender Offer

  We have prepared the following questions and answers for your convenience.
Please review this information together with the Offer to Purchase and other
documents you received along with this memorandum. If, after reviewing the
information provided, you have additional questions, please call Gordon Y.
Allison, Esq., Corporate Secretary at (501) 973-6057.

1. What is the Offer?

  We are offering to purchase 16,250,000 shares of our common stock ("Shares")
at $8.00 per Share (the "Offer"). The Offer will be open until it expires at
12:00 midnight, Eastern time, on January 23, 2001, unless extended by us.

  In connection with the Offer, we are allowing you, at your election, to
exercise your vested options that have exercise prices below $8.00 per share
and sell the shares you acquire upon such exercise ("Qualified Option Shares")
in the Offer. The portion of your options with respect to any Qualified Option
Shares we do not purchase (due to proration or otherwise) will continue to be
outstanding.

  You must complete and deliver to the Company the Option Election Form in
order to tender part or all of your Qualified Option Shares resulting from a
conditional exercise of such options. This exercise of your options is
"conditional" because you exercise the option only if, and to the extent, that
the Company actually purchases the Qualified Option Shares in the Offer. The
Offer, which is subject to a number of other conditions, is described in the
Offer to Purchase dated December 21, 2000, and related Letter of Transmittal
provided to you. Please read these documents carefully, together with the
following materials:

  -- Option Election Form and

  -- Instructions for Tender of Options.

  Please remember that neither the Company nor its Board of Directors is
making any recommendation as to whether stockholders or option holders should
participate in the Offer. You must make your own decision. You must carefully
follow the instructions below and in the enclosed Instructions for Tender of
Options and Option Election Form if you want to participate in our Offer.
Failure to follow such instructions may make you ineligible to tender your
Qualified Option Shares in our Offer.

2. Must I actually exercise my options in order to participate in the Offer?

  No. As a holder of unexercised options we are allowing you to
"conditionally" exercise all or part of your options and tender the Qualified
Option Shares you would be entitled to receive upon such exercise.

  This exercise of options is "conditional" because you are deemed to exercise
the option only if, and to the extent that, we actually purchase the Qualified
Option Shares in the Offer.


3. Do I have to pay the exercise price with cash?

  No. In order to facilitate your participation in the Offer, we are allowing
you to conditionally exercise your options without paying the exercise price
in cash. This is called a "cashless exercise". This means that your options
will be exercised and the Qualified Option Shares will be tendered, and the
amount of cash you receive for each Qualified Option Share purchased will
equal the difference between $8.00 per Share and the option exercise price per
Share, less withholding taxes. You do not need to send any money with your
Option Election Form.

4. Will all of the Qualified Option Shares that I tender be purchased in the
Offer?

  In the Offer, the Company is offering to purchase a total of 16,250,000
Shares at a per share price of $8.00. If more than 16,250,000 Shares are
tendered, we will reduce on a pro rata basis the number of Shares we purchase
from each person who tenders Shares. This means that we will reduce the option
purchase on the same pro rata basis and will not purchase all of the Qualified
Option Shares you tender under these circumstances. We currently do not know
how many Shares will be tendered in the Offer. If, after taking into account
proration, we purchase only a portion of your Qualified Option Shares, your
remaining options relating to Qualified Option Shares will not be considered
to have been exercised and will remain outstanding.

5. What will happen to my options if the Qualified Option Shares are not
purchased?

  We will return to you any options for Qualified Option Shares that we do not
purchase.

6. How will I know if my Qualified Option Shares have been purchased and when
will I be paid?

  After the Offer expires, all tenders submitted in the Offer will be
tabulated. We anticipate that this will take approximately five business days.
Soon thereafter, you will be advised by the Depositary, of the number of your
Qualified Option Shares that were purchased in the Offer. You will receive a
check for the purchase price of all of your Qualified Option Shares purchased
in the Offer (less the applicable exercise price or prices and applicable
withholding taxes) promptly thereafter.

7. Will I be taxed on the money I receive?

  You should read Section 7 "Certain U.S. Federal Income Tax Consequences" of
the Offer to Purchase for information regarding the tax consequences of your
receipt of money in exchange for your Qualified Option Shares.

8. What will happen to any options I still hold after the Offer?

  If, after taking into account proration, we do not purchase all of your
Qualified Option Shares, the remaining options will not be considered to have
been exercised and will remain outstanding.

9. How do I tender my Qualified Option Shares in the Offer?

  The only way that you can tender Qualified Option Shares in the Offer is by
completing the Option Election Form, signing the form, and returning it to the
Company, which will transmit it to the Depositary. The Option Election Form
must be received by the Company before 12:00 midnight, Eastern time, on
January 23, 2001.

  On this form, you will conditionally exercise your options and tender your
Qualified Option Shares in the Offer. This is a "conditional" exercise, which
means that if some or all of the Qualified Option Shares are not purchased in
the Offer because of the proration process described below and in the Offer to
Purchase (or for any other reason), the options will be returned to you as
unexercised options. If you would prefer to actually exercise your vested
options and tender the Shares you receive in the Offer, you can do so. If you
do exercise options, to

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participate in the Offer you should follow the same procedures applicable to
all of our other stockholders. If you decide to exercise your options in order
to receive Shares to tender in the Offer, you will need to exercise such
options in sufficient time to deliver Qualified Option Shares to the
Depositary before the expiration date for the Offer, 12:00 midnight, Eastern
time, on January 23, 2001.

  Please return the Option Election Form PROMPTLY. If you use the United
States mail, we recommend using registered mail, return receipt requested. You
may mail your Option Election Form to the Company in the preaddressed envelope
that has been provided for your reply or send it by an alternate, faster means
(such as facsimile, hand delivery or overnight courier). Please remember that
in all events the materials must be received by the Company before 12:00
midnight, EST, on January 23, 2001.

10. What if I hold shares of the company's common stock in addition to my
stock options?

  If you have actual Shares in your possession (or at a brokerage firm), you
may tender those Shares as well. In this case, you may have received two or
more sets of Offer materials. You should be careful to follow the separate
directions that apply to Shares and Qualified Option Shares.

11. Can I change my mind and withdraw option shares that I directed to be
tendered?

  Yes, but only if you perform the following steps:

  -- You must send a signed notice of withdrawal to the Company, and it must
     be received by the Company before 12:00 midnight, EST, on January 23,
     2001.

  -- The notice of withdrawal must be in writing. You may fax your notice of
     withdrawal to Gordon Y. Allison, Esq., Corporate Secretary at (501) 973-
     6049.

  -- The notice of withdrawal must state your name and social security number
     and the number of Option Shares that you wish to withdraw from the
     Offer.

  The withdrawal procedures are described in the Instructions for Tender of
Options. You must follow these instructions carefully.

  You are entitled to retender Qualified Option Shares after withdrawal,
provided that all resubmitted materials are completed properly and delivered
on time in accordance with the instructions applicable to the original
submission.

12. What do I do if I have any questions about the Tender Offer?

  If you have questions about the Offer or need help in properly responding to
the Offer, you may call Gordon Y. Allison, Esq., Corporate Secretary at (501)
973-6057.

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  This memorandum is intended to help you understand the Offer and how options
will be handled in the Offer. The Offer to Purchase and Letter of Transmittal
contain the legal terms of the Offer, and are controlling. We urge you to
carefully read these documents, which explain our Offer in detail.

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