SC TO-I/A

                       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. 4)
                               -----------------

                           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
  ============                                                  =======

                                       1


  *  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: [ ]

                                       2


This Amendment No. 4 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 were
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 was 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 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. 4 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 by adding the
following language:

"The Offer expired at 12:00 midnight, Eastern time, on January 23, 2001.  The
Company accepted for payment a total of 16,250,000 Shares at a purchase price of
$8.00 per Share. As of January 23, 2001, the Company had 28,726,070 Shares
issued and outstanding. As a result of the Offer, the Company will have
approximately 12,476,070 Shares issued and outstanding as of the time
immediately following payment for the accepted Shares."

Item 11.  Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by inserting at
the end thereof the following sentence:

"On January 29, 2001, the Company issued a press release announcing the final
results of the Offer, a copy of which is filed as Exhibit (a)(1)(M) to the
Schedule TO."

Item 12. Exhibits.

(a)(1)(M) Press Release dated January 29, 2001.

                                       3


                                   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 29, 2001


                               EDGEWATER TECHNOLOGY, INC.

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

                                       4


                                 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).

(a)(1)(L) Press release dated January 24, 2001.**

(a)(1)(M) Press release dated January 29, 2001.

(b)       Not applicable.

(d)       Not applicable.

(g)       Not applicable.

(h)       Not applicable.

*  Previously filed on Schedule TO
** Previously filed on Amendment No. 3 to Schedule TO.

                                       5

EX-99.1

                                                               Exhibit (a)(1)(M)

Monday January 29, 6:01 am Eastern Time

Press Release

SOURCE: Edgewater Technology, Inc.

Edgewater Technology Announces Final Results of Tender Offer

FAYETTEVILLE, Ark., Jan. 29 -- Edgewater Technology, Inc. (Nasdaq: EDGW;
www.edgewater.com) today announced the final results for its $8.00 per share
cash tender offer for 16.25 million shares, or 56.6% of its outstanding common
shares. The offer, which was oversubscribed, expired at 12:00 midnight eastern
standard time on January 23, 2001.

Based on the final count, 24,378,994 shares were tendered and not withdrawn.
Edgewater Technology accepted properly tendered shares, on a pro rata basis,
with a proration factor of 66.65%. Edgewater Technology accepted 16,250,000
shares for payment. Payment for these accepted shares, and return of all other
tendered shares, will be made Tuesday, January 30th by the depositary.

As of January 23, 2001, Edgewater Technology had 28,726,070 shares of common
stock issued and outstanding. As a result of the offer, Edgewater Technology
will have 12,476,070 shares of common stock issued and outstanding as of the
time immediately following payment for the accepted shares.

Credit Suisse First Boston and Banc of America Securities served as co-dealer
managers for the tender offer. EquiServe is the depositary.

For additional information, contact Corporate Investor Communications, the
information agent for the tender offer, at 1-800-752-5316.

About Edgewater Technology

Edgewater Technology is a national full-service provider of tailored Internet-
centric solutions, which assists clients through proven methodologies, including
eStrategy, eSolutions and Internet Outsourcing. For more information, visit
www.edgewater.com .

SOURCE: Edgewater Technology, Inc.