As filed with the Securities and Exchange Commission on May 30, 2002
Registration No. 333-50912
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2055549

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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S - 8
REGESTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EDGEWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Delaware 71-0788538
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

20 Harvard Mill Square
Wakefield, Massachusetts 01880
(Address of Principal Executive Officers) (Zip Code)
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EDGEWATER TECHNOLOGY, INC. AMENDED AND RESTATED 2000 STOCK
OPTION PLAN

(Full title of the plan)
-------------------------
Gordon Y. Allison, Esq.
Executive Vice President - General Counsel
Edgewater Technology, Inc.
302 E. Millsap Rd.
Fayetteville, Arkansas 72703
(479) 582-5444
(Name, address and telephone number,
including area code, of agent for service)

Copies to:
Brian Lynch, Esq.
Cooley Godward LLP
Reston Town Center
11951 Town Center
Reston, Virginia 20190
(703) 456-8575

EXPLANATORY NOTE
This Post-Effective Amendment relates to Registration Statement No.
333-50912 on Form S-8 filed by Edgewater Technology, Inc. (the "Company") on
November 30, 2000 (the "Registration Statement"). The Edgewater Technology, Inc.
2000 Employee Stock Option Plan was amended, restated and renamed as the
"Edgewater Technology, Inc. Amended and Restated 2000 Stock Option Plan" on
March 20, 2002, with a further amendment on May 22, 2002 (collectively the
"Plan"). This Post-Effective Amendment is being filed solely to add the Plan as
so amended, restated and renamed as Exhibit 4.9 to the Registration Statement.

ITEM 8. EXHIBITS

Exhibit Number Description of Exhibit

4.9 Edgewater Technology, Inc. Amended and Restated 2000
Stock Option Plan (Filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fayetteville, State of Arkansas, on May 29, 2002.

EDGEWATER TECHNOLOGY, INC.

By: /s/ Gordon Y. Allison
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Gordon Y. Allison
Executive Vice President - General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature Title Date
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/s/ Shirley Singleton President, Chief Executive Officer and Director May 29, 2002
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Shirley Singleton

/s/ Kevin Rhodes Chief Financial Officer (principal financial and May 29, 2002
- ---------------------------- accounting officer)
Kevin Rhodes

/s/ Clete T. Brewer * Director
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Clete T. Brewer

/s/ William J. Lynch * Director
- ----------------------------
William J. Lynch

/s/ Charles A. Sanders * Director
- ----------------------------
Charles A. Sanders

/s/ Bob L. Martin * Director
- ----------------------------
Bob L. Martin

/s/ Michael R. Loeb * Director
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Michael R. Loeb

By: /s/ Gordon Y. Allison May 29, 2002
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Gordon Y. Allison

* Attorney in Fact Pursuant to Power of Attorney dated
November 30, 2000.