SC TO-C

As filed with the Securities an Exchange Commission on June 11, 2003

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ANSWERTHINK, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Certain Options to Purchase Shares of Common Stock Granted Under the

Answerthink, Inc. 1998 Stock Option and Incentive Plan

(Title of Class of Securities)

036916 10 4

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Frank A. Zomerfeld, Esq.

General Counsel

Answerthink, Inc.

1001 Brickell Bay Drive

Suite 3000

Miami, Florida 33131

(305) 375-8005

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

Copy to:

James E. Showen, Esq.

John B. Beckman, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth St., N.W.

Washington, D.C. 20004-1109

(202) 637-5600

CALCULATION OF FILING FEE
Transaction valuation*	Amount of filing fee*

Not applicable* Not applicable*

* A filing fee is not required in connection with this filling as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ 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:	Not applicable.	Filing party:	Not applicable.
Form or Registration No.:	Not applicable.	Date filed:	Not applicable

x 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. ¨

Item 12.    Exhibits.

Exhibit No.	Description
99.1	Excerpt of email communication to employees of Answerthink dated June 10, 2003.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Excerpt of email communication to employees of Answerthink dated June 10, 2003.

EX-99.1

Exhibit 99.1

Excerpt of Email Communication to Employees Relating to the Offer

Equity Incentives

To reward and retain our top performers, we are announcing two Stock Option Exchange Programs.

The first Stock Option Exchange Program will be for all associates at a Director level or below. This program will be very similar to the program we offered in 2001. Associates will be allowed to surrender complete option grants at strike prices at $4.50 and above in return for new options at the strike price to be determined by the closing price of the stock on the grant date, which will be six months and one day from the surrender date. These associates will have the choice to participate or not participate. Under the 2003 Stock Option Exchange program the number of options to be exchanged for one new option will depend on the strike price of the option being surrendered. New options will vest over a two-year period from the date of grant.

The second Stock Option Exchange Program will be for Senior Directors and above who have been with the organization since July 4, 2002. This program will exchange stock option grants with a strike price of $2.80 or above for restricted stock. These associates will have the choice to participate or not participate. If they choose to participate then all option grants at or above $2.80 must be surrendered. The restricted stock will be granted on a one-to-one ratio and will have a new four-year vesting schedule.

Detailed information on the above two plans will be mailed to your homes next week. Look for additional broadcast email communication during the tender offer period as well.

* * * * *

Answerthink has not commenced the offer to exchange that is referred to in this communication. Following commencement of the offer, eligible employees will be sent a copy of the written Offer to Exchange and Letter of Transmittal. Before you decide whether to tender any of your options, you should carefully read the entire Offer to Exchange and the Letter of Transmittal when they are delivered to you. They will contain important information about the exchange offer. Answerthink also will file these materials with the SEC as part of a tender offer statement. You will be able to review these materials and other documents filed by Answerthink with the SEC for free on the SEC’s web site at www.sec.gov, on Answerthink’s web site or on Mind~Share, our corporate intranet.