SC TO-T/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   SCHEDULE TO
                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                       (Amendment No. 2 - Final Amendment)

                             Computer Research, Inc.
                       (Name of Subject Company (Issuer))

                                 Rodger O. Riney
                       (Name of Filing Persons (Offeror))

                           Common Stock, No Par Value
                         (Title of Class of Securities)

                                    205327109
                      (CUSIP Number of Class of Securities)

                                 Rodger O. Riney
                              CRI Acquisition, Inc.
                          12855 Flushing Meadows Drive
                            St. Louis, Missouri 63131
                            (800) 888-1980, ext. 1101
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                   Communications on Behalf of Filing Person)

                                    Copy to:
                                 Bryan W. Baker
                      Gardere Wynne Sewell & Riggs, L.L.P.
                           1000 Louisiana, Suite 3400
                            Houston, Texas 77002-5007
                                 (713) 276-5754

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[ ]      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 transaction to which
         the statement relates:

         [X] third-party tender offer subject to Rule 14d-1.
         [ ] 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: [X}

         This Amendment No. 2, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on August 4,
2000, by CRI Acquisition, Inc., a Delaware corporation (the "Purchaser"), and
Rodger O. Riney, the President, Treasurer, Secretary, sole director and sole
shareholder of the Purchaser, with respect to the offer by the Purchaser to
purchase all of the outstanding shares of common stock, no par value, of
Computer Research, Inc., a Pennsylvania corporation ("Computer Research"), at
$2.42 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 4, 2000 (the "Offer
to Purchase") and in the related Letter of Transmittal (which together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
Offer to Purchase and the Letter of Transmittal were filed as exhibits to the
Schedule TO.

         The Schedule TO is hereby amended and supplemented by adding the
following:

                  "The Offer expired at 5:00 p.m., New York City time, on
         Friday, September 1, 2000. Pursuant to the Offer and based upon the
         report of the Depositary, the Purchaser has accepted for payment
         approximately 2,226,434 shares, which were validly tendered and not
         withdrawn (including approximately 5,651 shares tendered by guaranteed
         delivery), or approximately 90% of the outstanding shares when combined
         with the 1,403,495 shares purchased by the Purchaser on July 7, 2000.

                  Reference is hereby made to the press release dated September
         5, 2000, which is attached hereto as Exhibit (a)(1)(I) and is
         incorporated herein by reference."

ITEM 12.  EXHIBITS.

         Item 12 is hereby amended and supplemented by the following:

         (a)(1)(I)  Text of Press Release issued by CRI Acquisition, Inc. on
                    September 5, 2000.


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                                    SIGNATURE

         After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this amendment is
true, complete and correct.


                                       Date:    September 5, 2000



                                                /s/ RODGER O. RINEY
                                       -----------------------------------------
                                       Rodger O. Riney


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                                  EXHIBIT INDEX

Exhibit No.         Description
- -----------         -----------
(a)(1)(I)           Text of Press Release issued by CRI Acquisition, Inc. on
                    September 5, 2000

EX-99.A1.I

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                                                                Exhibit (a)(1)I)
FOR IMMEDIATE RELEASE


             CRI ACQUISITION, INC. COMPLETES TENDER OFFER FOR SHARES
                           OF COMPUTER RESEARCH, INC.

         St. Louis, Missouri, September 5, 2000 - Computer Research, Inc. (OTC
BULLETIN BOARD: CRIX) and Rodger O. Riney, sole shareholder of CRI Acquisition,
Inc. announced today that CRI Acquisition has completed its tender offer for all
of the outstanding shares of the common stock of Computer Research not already
owned by CRI Acquisition, at a price of $2.42 per share in cash. The tender
offer expired at 5:00 p.m. New York City time, on September 1, 2000. CRI
Acquisition has been advised by the depositary for the tender offer that, as of
the expiration of the tender offer, approximately 2,226,434 Computer Research
shares had been validly tendered and not withdrawn pursuant to the offer
(including approximately 5,651 Computer Research shares tendered pursuant to the
procedures for guaranteed delivery). This number, aggregated with the number of
Computer Research shares that CRI Acquisition already beneficially owns,
represents approximately 90% of the outstanding Computer Research shares. Cash
payments for tendered shares are expected to commence promptly. As previously
announced, CRI Acquisition plans to acquire the remaining Computer Research
shares for $2.42 per share through a cash merger, expected to be completed
shortly.

         Computer Research provides computerized accounting and record-keeping
support services to more than 40 securities broker/dealers, banks and other
financial institutions throughout the United States.

         Mr. Riney is the founder, President and Chief Executive Officer of
Scottrade, Inc. He has been active in the securities industry for more than 30
years and founded Scottrade in 1980. Scottrade, formerly Scottsdale Securities,
Inc., is a securities brokerage firm that is registered with the SEC and the
NASD.


         Contact:    Mackenzie Partners, Inc.
                     Simon Coope, 212-675-2593