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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

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2)

Form, Schedule or Registration Statement No.:

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3)

Filing Party:

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4)

Date Filed:

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Sin

cerely,

Sh

irley Singleton

President and Chief Executive Officer

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to elect six directors to serve until the 2003 annual meeting of stockholders; and

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to transact any other business that may properly come before the Annual Meeting.

By

Order of the Board of Directors,

Ke

vin R. Rhodes

Co

rporate Secretary

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Q:    Who

is soliciting my proxy?

A:

We, the Board of Directors of Edgewater Technology, Inc., are sending you this Proxy Statement in connection with our solicitation of proxies for use at Edgewater Technology, Inc.’s 2002 Annual Meeting of Stockholders. Certain directors, officers and employees of Edgewater Technology, Inc. may (without compensation), and Georgeson Shareholder Communications, Inc. (our proxy solicitor) will, solicit proxies on our behalf by mail, phone, fax, or in person.

Q:

Who is paying for this solicitation?

A:

Edgewater Technology, Inc. will pay for the solicitation of proxies, including Georgeson Shareholder Communications, Inc.’s estimated fee of $5,000 plus out-of-pocket expenses. Edgewater Technology, Inc. also will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of Edgewater Technology, Inc. common stock.

Q:

What am I voting on?

A:

The election of Clete T. Brewer, Shirley Singleton, William J. Lynch, Charles A. Sanders, Bob L. Martin, and Michael R. Loeb to the Board of Directors.

Q:

Who can vote?

A:

Only those who owned common stock at the close of business on March 28, 2002, the record date for the Annual Meeting, can vote. If you beneficially owned common stock on the record date, you have one vote per share for each director up for election at the Annual Meeting.

Q:

What does “beneficially owned” mean?

A:

Under the Securities and Exchange Commission’s (the “SEC”) definition, “beneficial ownership” of shares means shares over which a person has sole or shared voting or investment power.

Q:

How do I vote?

A:

You may vote your shares either in person or by proxy. To vote by proxy, you should mark, date, sign and mail the enclosed proxy in the prepaid envelope or vote by telephone or through the Internet. If you wish the individuals named as proxies to vote for all nominees, then check the boxes marked “FOR.”

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Q:

Can I vote by telephone or electronically?

A:

If you are registered stockholder (that is, if you have your stock in certificate form or participate in the Edgewater Technology, Inc. 1999 Employee Stock Purchase Plan), you may vote by telephone, or electronically through the Internet, by following the instructions included with your proxy card. If your shares are held in “street name,” please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically. The deadline for voting by telephone or electronically is 5:00 p.m. on May 21, 2002.

Q:

What are the consequences of my voting decision?

A:

If you return your proxy but do not mark your voting preference, the individuals named as proxies will vote your shares “FOR” the election of the nominees for director and in their discretion with respect to any other matter properly brought before the Annual Meeting. Giving a proxy will not affect your right to vote your shares if you attend the Annual Meeting and want to vote in person, you automatically revoke your proxy.

Q:

Can I change my vote after I return my proxy card?

A:

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary either written notice of your revocation or a duly executed proxy bearing a later date. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

Q:

What is the Board’s recommendation?

A:

The Board’s recommendation is set forth in Item 1—Election of Directors in this Proxy Statement. The Board recommends a vote for the election of each of the nominees described in that section.

Q:

What constitutes a quorum?

A:

On the record date, we had 11,608,122 shares of common stock, $.01 par value, outstanding and approximately 2,658 record holders. Each share of our common stock is entitled to one vote per share. Voting can take place at the Annual Meeting only if stockholders owning a majority of the total number of votes entitled to be cast as of the record date are present in person or represented by effective proxies.

Q:

What happens if a quorum is not present?

A:

If a quorum is not present at the scheduled time of the Annual Meeting, then the stockholders who are represented may adjourn the Annual Meeting until a quorum is present. The time and place of an adjourned meeting, if necessary, would be announced at the time the adjournment is taken and no other notice would be given.

Q:

What vote is required in the election of directors?

A:

Directors are elected by a plurality of the votes of shares present in person or represented by proxy at the Annual Meeting. This means that the six nominees will be elected if they receive more affirmative votes than any other nominees.

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Q:

What are broker non-votes and abstentions?

A:

If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, then the broker will be entitled to vote the shares with respect to “discretionary” items, but will not be permitted to vote the shares with respect to “non-discretionary” items (in which case, the shares will be treated a “broker non-vote”). Under the rules of the New York Stock Exchange, Inc., the election of directors is a discretionary matter, enabling brokers to vote on the election of directors even if they have not received instructions from beneficial owners. Even though brokers are entitled to exercise their discretion and vote on director elections without instructions from beneficial owners, they are not required to do so. An abstention is a decision by a stockholder to take a neutral position on a proposal being submitted to stockholders at a meeting, although taking a neutral position through an abstention is considered a vote cast on a proposal being submitted at a meeting.

Q:

How do broker non-votes and abstentions effect the existence of a quorum and the vote required in the election of directors?

A:

Broker non-votes and abstentions are included in determining the number of shares represented for purpose of determining whether a quorum is present at a stockholders’ meeting. Because directors will be elected by a plurality of the votes cast (i.e., the six director nominees receiving the greatest number of votes will be elected) at the Annual Meeting, an abstention would have no effect on the vote concerning the election of directors and thus, is not being offered as a voting option in the election of directors. Under Delaware law, broker non-votes are not considered to be a vote cast.

Q:

What happens if I withhold my vote for an individual director?

A:

Withheld votes are counted as “NO” votes for the individual director. If you wish to withhold authority to vote for all nominees, check the box marked “WITHHOLD AUTHORITY.” If you wish your shares to be voted for some nominees, and not voted for others, then indicate the name(s) of the nominee(s) for whom you are withholding authority to vote by writing the name(s) of such nominee(s) in the space provided in the proxy.

Q:

Can I vote on other matters?

A:

Our Amended and Restated Bylaws limit the matters presented at an annual meeting to those in a notice of annual meeting and those otherwise properly presented at an annual meeting. For nominations of persons for election to the Board of Directors and other business matters, in each instance, other than those persons listed or matters included in a notice of annual meeting, to be properly presented at an annual meeting, our Amended and Restated Bylaws require that both of the following conditions be satisfied: (a) the alternative director nominees or other matter(s) must be a proper subject for stockholder action under the Delaware General Corporation Law; and (b) the stockholder must have given timely written notice of the alternative director nominees or other matters to be brought before an annual meeting. To be timely, a stockholder’s notice must have been delivered to our Corporate Secretary not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of our prior year’s annual meeting. Since none of our stockholders provided notice for any alternative director nominees or any other business matters during the period of March 6, 2002 to April 5, 2002 (which is the 60-90 day period prior to the first anniversary (i.e., June 6, 2002) of last year’s annual meeting), no director nominees or other business matters, other than those included in the Notice of Annual Meeting, may properly come before the Annual Meeting.

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Q:

Who will count the vote?

A:

Representatives of EquiServe Trust Company, N.A., our transfer agent, will tabulate the votes.

Q:

When are 2003 stockholder proposals or other stockholder business matters due?

A:

To be considered for presentation at our 2003 annual meeting of Stockholders, inclusion in the proxy statement and on the proxy card, a stockholder proposal must be received at our offices no later than February 3, 2003. For stockholder proposals or other business matters submitted outside the proposal process identified in the preceding sentence, if we do not receive notice of any such matter that a stockholder wishes to raise at the 2003 annual meeting during the thirty day period of February 19, 2003 through March 21, 2003, then no business matters, other than those included in the notice of annual meeting for the 2003 annual meeting, may properly come before the 2003 annual meeting. All proposals and notifications for the 2003 annual meeting should be addressed in writing to the attention of the Corporate Secretary, Edgewater Technology, Inc., 20 Harvard Mill Square, Wakefield, Massachusetts 01880 and should satisfy the particular requirements of our Amended and Restated Bylaws.

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Reviews with the independent accountants, the accountants’ annual report and scope of the next year’s audit;

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Nominates the independent accountants to the Board of Directors;

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Reviews any consulting services provided by the independent accountants and evaluates the effect these services may have on the accountants’ independence;

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Reviews with the independent accountants the adequacy of internal accounting and control systems; and

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Reviews with management and the independent accountants the accounting and financial reporting requirements and practices.

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Reviews annually and recommends to the Board of Directors the Chief Executive Officer’s total compensation;

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Reviews compensation and recommends changes for executive officers of our company and its subsidiaries; and

•

Administers the stock incentive plans, the executive officer incentive bonus plan and other executive compensatory matters.

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Recommends the size of the Board;

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Recommends nominees for election to serve as directors; and

•

Recommends Board Committee membership.

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*

Less than 1%.

(1)

The percentages shown with respect to any identified individual or group, other than the entities listed under Principal Stockholders, are calculated by dividing: (i) the sum of (a) the number of shares of common stock actually owned as of March 28, 2002 plus (b) the number of shares of common stock that may be acquired through the exercise of stock options within 60 days thereof (‘‘Currently Exercisable Options’’) by (ii) the sum of 11,608,122 shares of common stock outstanding on March 28, 2002 plus the amount referenced in clause (i)(b). As of March 28, 2002, there were 2,658 record holders of Edgewater Technology, Inc. common stock.

(2)

These securities are owned by investment companies, trusts and accounts, to which Dimensional Fund Advisors Inc. (“Dimensional”) serves as investment advisor and manager with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Dimensional is deemed to be a beneficial owner of such securities; however, Dimensional expressly disclaims the fact that it is, in fact, the beneficial owner of such securities. Information set forth above and in this note (2) is based upon Dimensional’s Schedule 13G/Amendment No. 1 filing with the SEC on February 12, 2002 (reflecting its beneficial ownership information concerning our company’s common stock as of December 31, 2001).

(3)

These securities are owned by various institutional investors, which include Gabelli Funds, LLC, GAMCO Investors, Inc., Gabelli Associates Limited, Gabelli Associates Fund, Gabelli International Limited and MJG Associates, Inc. (collectively “Gabelli”). Each of these entities, hold certain of the shares for investment for one or more accounts over which it has shared, sole or both investment and/or voting power for its own account, or both. Information set forth above and in this note (3) is based on Gabelli’s Schedule 13D/Amendment No. 5 filing on February 28, 2002 with the SEC (reflecting beneficial ownership information concerning our company’s common stock as of February 27, 2002).

(4)

These securities are owned by various investment companies to which FMR Corp., the parent company of Fidelity Management and Research Company (“FMR”) serves as an investment advisor, and which investment companies through boards of trustees have the power to direct investments and/or sole power to vote the securities. For purposes of the Exchange Act, FMR is deemed to be a

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beneficial owner of such securities, however, FMR expressly disclaims the fact that it is, in fact, the beneficial owner of such securities. Information above and in this note 4 is based upon FMR’s Schedule 13 G filing with the SEC on February 14, 2002 (reflecting its beneficial ownership information concerning our company as of December 31, 2001).

(5)

These securities are owned by Fuller & Thaler Asset Management, Inc. (“FTAM”) and Russell J. Fuller, President of FTAM. FTAM is a registered investment advisor. FTAM and Mr. Fuller have the power to direct investments and/or the sole power to vote the securities. Information above and in this note (5) is based upon FTAM’s and Mr. Fuller’s 13G/Amendment No. 1 filing with the SEC on February 15, 2002 (reflecting beneficial ownership information concerning our company’s common stock as of December 31, 2001).

(6)

The address of each of the directors and executive officers listed above is c/o Edgewater Technology, Inc., 20 Harvard Mill Square, Wakefield, Massachusetts 01880.

(7)

Includes 5,252 shares held by Mr. Brewer’s spouse, as to which Mr. Brewer disclaims beneficial ownership, and 21,000 shares subject to Currently Exercisable Options.

(8)

Includes 315,986 shares subject to Currently Exercisable Options.

(9)

Includes 315,986 shares subject to Currently Exercisable Options.

(10)

Includes 220,492 shares subject to Currently Exercisable Options.

(11)

Consists of 45,000 shares subject to Currently Exercisable Options.

(12)

Includes 1,011 shares held by a trust for which Mr. Lynch is trustee, to which Mr. Lynch disclaims beneficial ownership and 22,667 shares subject to Currently Exercisable Options.

(13)

Includes 22,667 shares subject to Currently Exercisable Options.

(14)

Consists of 26,667 shares subject to Currently Exercisable Options.

(15)

Includes 26,667 shares subject to Currently Exercisable Options.

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(1)

Mr. Bellora’s employment as our Chief Financial Officer ended on December 1, 2001, and as such his salary compensation includes the amount from January 1, 2001 through his last day of employment with us. Based on Mr. Bellora’s annual salary and policy making authority during his employment with us in 2001, Mr. Bellora is considered one of the Named Executive Officers for the 2001 year.

(2)

During 1999, 2000 and 2001, other annual compensation for the Named Executive Officers, consisted of automobile allowances, club dues, matching payments with respect to a non-qualified deferred executive compensation plan, payments of life insurance premiums relating to term life policies on certain of the Named Executive Officers which were paid for by us and medical insurance premiums under our company medical insurance plan that were paid by us. The maximum matching amount by us under the non-qualified executive deferred plan for each participating executive officer for each year is $5,000.

(3)

Under Mr. Allison’s employment agreement with us, as amended, Mr. Allison was entitled to a $459,000 severance payment at the time his employment agreement was terminated. Mr. Allison’s employment agreement was terminated on June 15, 2001, whereupon Mr. Allison became an at-will employee of our company. Effective January 1, 2002, Mr. Allison’s annual base salary was reduced to $107,100. Under Mr. Brewer’s employment agreement with us, as amended, Mr. Brewer was entitled to a $950,000 severance payment at the time his employment as our Chief Executive Officer was terminated. Notwithstanding this requirement, Mr. Brewer’s employment agreement with our company was terminated on December 31, 2001, whereupon Mr. Brewer was paid $700,000. Mr. Brewer’s employment with our company and his position as Chief Executive Officer were terminated on January 8, 2002. On January 9, 2002, Mr. Brewer became our company’s Non-Executive Chairman and Mr. Brewer entered into a Nonsolicitation, Noncompetition and Nondisclosure Agreement for which our company agreed to pay Mr. Brewer $250,000. See “Certain Transactions” for further detail. Under Mr. Bellora’s employment agreement with us, as amended, he received payments of $300,000 and $200,000, respectively, during 2001 related to the consummation of the sale of our non-eSolutions business, ClinForce which occurred in March 2001 and which payments are reflected in all other compensation. Pursuant to our 1998 loan agreement and promissory note with Mr. Bellora (the “Loan”), $105,070 of all other compensation related to the forgiveness of the remaining outstanding principal and accrued but unpaid interest due our company thereunder, which is further described under “Certain Transactions” in this Proxy Statement. In 2000, for Mr. Bellora, of the all other compensation, $200,000 was paid with respect to the employment agreement amendment on December 1, 2000, where Mr. Bellora received this amount in return for: (1) agreeing to move from our Fayetteville, Arkansas corporate headquarters to our Solutions business unit offices in Wakefield, Massachusetts; (2) a reduction in his annual salary from $250,000 to $150,000 on December 1, 2000; and (3) a reduction in the term of his employment agreement from April 1, 2002 to November 30, 2001. During 2000, pursuant to the Loan, as amended, $233,945 of all other compensation related to the forgiveness of a portion of the outstanding principal and accrued but unpaid interest due our company thereunder.

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Option

Grants in 2001

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(1)

All options were granted at the market value on the date of grant based on the last sales price of our common stock on the date of grant.

(2)

The grant date present value was based on the Black-Scholes Option Valuation Model, a widely recognized method of valuing options. The following underlying assumptions were used to derive the present value of these options: volatility of our common stock of 74.66%, based upon the actual daily volatility of our stock during 2001; a risk-free rate of return of 4.92%, based on the yield of five-year U.S. Treasury notes as of the grant date; and exercise of the option five years after the grant date. The actual value, if any, the Named Executive Officers may realize upon exercise will depend on the excess of the stock price over the exercise price on the actual date the option is exercised; consequently, there is no assurance the value realized by the Named Executive Officers will approximate the value estimated by the Black–Scholes Option Valuation Model.

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(1)

Calculated using the difference between: (a) the closing sales price of our common stock on the date of exercise; and (b) the exercise price.

(2)

Options are “in-the-money” if the closing market price of our common stock exceeds the exercise price of the options. The value of the unexercised options represents the difference between the closing market price of our common stock on December 31, 2001, $3.95 and the exercise price of such options. As of December 31, 2001, none of the options, whether exercisable or unexercisable granted to the Named Executive Officers were in the money.

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(1)

Grants for shares of our common stock under the 1996 Plan is limited to 15% of our company’s outstanding common stock. The only grants outstanding under the 1996 Plan are non-qualified stock option grants, with total qualified stock option grants under the 1996 Plan being limited to 650,000 shares of our company’s common stock. No grants of qualified stock options have ever been issued under the 1996 Plan. As of December 31,2001, our company had 11,594,036 shares of outstanding common stock.

(2)

The 1999 Purchase Plan provides for purchases by our employees of up to 700,000 shares of our company’s common stock. As of December 31, 2001, 272,802 shares of our common stock had been purchased under the 1999 Purchase Plan.

(3)

The 2000 Plan provides for grants of nonqualified stock options of our company’s common stock. The 2000 Plan is limited to grants covering up to 4 million shares of our company’s common stock.

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To compensate executive employees in a manner that aligns the employee’s interests with the interests of our stockholders;

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To encourage continuation of our company’s entrepreneurial spirit;

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To reward executives for successful long-term strategic management;

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To recognize outstanding performance; and

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To attract and retain highly qualified and motivated executives.

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PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE.

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To use the telephone, you will need a touch-tone telephone. Dial 1-877-PRX-VOTE (1-877-779-8683), 24 hours a day, seven days a week.

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To use the Internet, log on to the Internet and go to the following website: www.eproxyvote.com/edgw

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To use the mail, fold and detach the proxy card and use the enclosed envelope, which is already addressed and requires no postage.