**EXHIBIT 31.2**

**13a-14CERTIFICATION**

I, Kevin R. Rhodes, the Chief Financial Officer ofEdgewater Technology, Inc. (the “Company”), certify that:

1.                I have reviewedthis Annual Report on Form 10-K of Edgewater Technology, Inc.(the “Company”);

2.                Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3.                Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operation and cash flow of the Company as of, and for,the periods presented in this report;

4.                The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for theCompany and have:

(a)           Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b)          Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)           Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d)          Disclosed in this reportany change in the Company’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, to the registrant’sinternal control over financial reporting; and

5.                The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the Audit Committee of the Company’s Board of Directors (orpersons performing the equivalent functions):

(a)           All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

(b)          Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

| Date: March 23, 2006 |   | /s/ KEVIN R. RHODES                                                       |
|---------------------------|--------|---------------------------------------------------------------------------|
|                      |   | Kevin R. Rhodes                                                           |
|                      |   | *Chief Financial Officer*  (*principal financial and accounting officer*) |

 

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