SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                  SCHEDULE TO
                            Tender Offer Statement
                      Under Section 14(d)(1) or 13(e)(1)
                    of the Securities Exchange Act of 1934
                               (Amendment No. 2)
                               -----------------

                          Edgewater Technology, Inc.
         (Name of Subject Company (Issuer) and Filing Person (Offeror)
         -------------------------------------------------------------

                     Common Stock, Par Value $0.01 Per Share
                        (Title of Class of Securities)
                        ------------------------------

                                  280358 10 2
                     (CUSIP Number of Class of Securities)
                     -------------------------------------

                            Gordon Y. Allison, Esq.
                 Executive Vice President and General Counsel
                          Edgewater Technology, Inc.
                             302 East Millsap Road
                            Fayetteville, AR 72703
                                (501) 973-6084

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                    Communications on Behalf of the Bidder)
                    ---------------------------------------

                                  Copies to:
                             Brian J. Lynch, Esq.
                             Gregg W. Corso, Esq.
                           Darren K. DeStefano, Esq.
                              Cooley Godward LLP
                              One Freedom Square
                              Reston Town Center
                              11951 Freedom Drive
                               Reston, VA 20190
                                (703) 456-8000
                                --------------

                           CALCULATION OF FILING FEE

Transaction Valuation*                                   Amount of Filing Fee**
- ----------------------                                   ----------------------

     $130,700,000                                           $26,140
     ============                                           =======

   * Estimated for purposes of calculating the amount of filing fee only. The
   amount assumes (i) the purchase of 16,250,000 shares of common stock, par
   value $0.01 per share (the "Shares"), of Edgewater Technology, Inc., a
   Delaware corporation (the "Company"), including the associated preferred
   stock purchase rights issued pursuant to the Rights Agreement dated July 21,
   2000 between the Company and EquiServe Trust Company,


   N.A., at a price per share of $8.00 in cash and (ii) the payment of up to
   $700,000 as consideration in respect of 408,000 Qualified Option Shares (as
   defined herein).

    ** Previously paid.

   [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
   and identify the filing with which the offsetting fee was previously paid.
   Identify the previous filing by registration statement number, or the form or
   schedule and the date of its filing.

                                                         
Amount Previously Paid:                 $26,140             Filing Party: Edgewater Technology, Inc.
Form or Registration No.: Schedule TO (5-49699)             Date Filed:        December 21, 2000



   [_] Check the box if the filing relates solely to preliminary communications
   made before the commencement of a tender offer.

   Check the appropriate boxes below to designate any transactions to which the
   statement relates:

   [_] third-party tender offer subject to Rule 14d-1.

   [x] issuer tender offer subject to Rule 13e-4.

   [_] going-private transaction subject to Rule 13e-3.

   [_] amendment to Schedule 13D under Rule 13d-2.

   Check the following box if the filing is a final amendment reporting the
   results of the tender offer: [_]


This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the
self-tender offer by Edgewater Technology, Inc., a Delaware corporation (the
"Company"), to purchase up to 16,250,000 shares, or such lesser number as are
properly tendered and not properly withdrawn, of its outstanding common stock,
par value $0.01 per share (the "Shares"), including the associated Preferred
Stock Purchase Rights, at a purchase price of $8.00 per share, net to the seller
in cash, subject to applicable withholding of taxes, without interest thereon,
and, in addition, up to 408,000 Qualified Option shares (as defined in the Offer
to Purchase). The Company's offer is being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated December 21, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase, as amended or supplemented from time to time,
constitute the "Offer"). All Shares tendered and purchased will include the
associated preferred stock purchase rights issued pursuant to the Rights
Agreement dated as of July 21, 2000 between the Company and EquiServe Trust
Company, N.A., as rights agent, and, unless the context otherwise requires, all
references to Shares include the associated preferred stock purchase rights.
This Amendment No. 2 to the Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities
Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the
related Letter of Transmittal were previously filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information in the Offer to
Purchase and the related Letter of Transmittal, copies of which were filed with
the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, including all
schedules and annexes thereto, are hereby expressly incorporated herein by
reference in response to items 1 through 11 of Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.

Item 4.  Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended and supplemented as follows:

The first sentence of the first paragraph of Section 4 ("Acceptance for Payment
and Payment for Shares") of the Offer to Purchase is hereby amended and
supplemented by replacing the phrase "as soon as practicable" with "promptly
after the termination of the Offer" in the first sentence thereof.

The last paragraph of Section 13 ("Certain Conditions to the Offer") of the
Offer to Purchase is hereby amended and supplemented to include the following
sentence: "All conditions to the Tender Offer will be satisfied or waived prior
to the Expiration Date."

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The second paragraph of Section 15 ("Certain Legal Matters") of the Offer to
Purchase is hereby amended and supplemented to replace the final sentence of
Section 15 with the following sentence: "On January 9, 2001, the United State
District Court denied the plaintiffs' motion for reconsideration."

The Company hereby confirms that the safe harbor for forward-looking statements
under the Private Securities Litigation Reform Act of 1995 does not extend to a
forward-looking statement that is made in connection with a tender offer,
including the Offer.



                                   SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

Dated:  January 22, 2001

                                           EDGEWATER TECHNOLOGY, INC.

                                           By:  /s/ Clete T. Brewer
                                           --   -------------------
                                           Name:    Clete T. Brewer
                                           Title:   Chairman and Chief Executive
                                                    Officer


                                 EXHIBIT INDEX

EXHIBIT NO.
(a)(1)(A)      Offer to Purchase dated December 21, 2000.*

(a)(1)(B)      Letter of Transmittal.*

(a)(1)(C)      Notice of Guaranteed Delivery.*

(a)(1)(D)      Letter from the Dealer Manager to Brokers, Dealers, Commercial
               Banks, Trust Companies and Nominees.*

(a)(1)(E)      Letter to clients for use by Brokers, Dealers, Commercial Banks,
               Trust Companies and Nominees.*

(a)(1)(F)      Option Election Form and Related Instructions.*

(a)(1)(G)      Memorandum to Holders of Options.*

(a)(1)(H)      Guidelines for Certification of Taxpayer Identification Number on
               Substitute Form W-9.*

(a)(1)(I)      Summary Advertisement to be published on December 22, 2000.*

(a)(1)(J)      Press Release dated December 15, 2000 (incorporated by reference
               to Exhibit 99.1 of the Form 8-K filed by Edgewater Technology,
               Inc. with the Securities and Exchange Commission on December 15,
               2000).

(a)(1)(K)      Press Release dated December 21, 2000 (incorporated by reference
               to Exhibit 99.1 of the Form 8-K filed by Edgewater Technology,
               Inc. with the Securities and Exchange Commission on December 21,
               2000).

(b)            Not applicable.

(d)            Not applicable.

(g)            Not applicable.

(h)            Not applicable.

* Previously filed on Schedule TO