UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended April 5, 2004

                                       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


For the transition period from              to

Commission file number 0-20022


                           POMEROY IT SOLUTIONS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                                 31-1227808
--------                                                 ----------
(State or other jurisdiction of incorporation            (IRS Employer
 or organization)                                        Identification No.)


                     1020 Petersburg Road, Hebron, KY 41048
                     --------------------------------------
                    (Address of principal executive offices)

                                 (859) 586-0600
                                 --------------
              (Registrant's telephone number, including area code)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
requirements  for  the  past  90  days.

YES  X   NO
    ---     ---

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES  X   NO
    ---     ---

The number of shares of common stock outstanding as of April 30, 2004 was
12,257,752


                                        1
<PAGE>
                            POMEROY IT SOLUTIONS, INC.

                                 TABLE OF CONTENTS


Part I.   Financial Information

          Item 1.                Financial Statements:                      Page
                                                                            ----

                                 Consolidated Balance Sheets as of April       3
                                 5, 2004 (Unaudited) and January 5, 2004

                                 Consolidated Statements of Income for
                                 the Three Months Ended April 5, 2004          5
                                 and 2003 (Unaudited)

                                 Consolidated Statements of Cash Flows         6
                                 for the Three Months Ended April 5, 2004
                                 and 2003 (Unaudited)

                                 Notes to Consolidated Financial               7
                                 Statements (Unaudited)

          Item 2.                Management's Discussion and Analysis of      12
                                 Financial Condition and Results of
                                 Operations

          Item 3.                Quantitative and Qualitative Disclosure      17
                                 about Market Risk

          Item 4.                Controls and Procedures                      17

Part II.  Other Information                                                   18

SIGNATURES                                                                    20


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.

                          CONSOLIDATED BALANCE SHEETS


(in thousands)                                            April 5,    January 5,
                                                            2004         2004
                                                        ------------  -----------
<S>                                                     <C>           <C>
                                                        (unaudited)
ASSETS

Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . .  $     48,633  $    40,200

Accounts receivable:
    Trade, less allowance of  $2,556 at April 5, 2004
        and January 5, 2004. . . . . . . . . . . . . .        99,961      111,324
    Vendor receivables, less allowance of $100 at
        April 5, 2004 and January 5, 2004. . . . . . .         4,032        7,226
    Net investment in leases . . . . . . . . . . . . .         2,491        2,056
    Other. . . . . . . . . . . . . . . . . . . . . . .         2,117        2,043
                                                        ------------  -----------
         Total receivables . . . . . . . . . . . . . .       108,601      122,649
                                                        ------------  -----------

Inventories. . . . . . . . . . . . . . . . . . . . . .        22,158       12,453
Other. . . . . . . . . . . . . . . . . . . . . . . . .         4,968        5,193
                                                        ------------  -----------
         Total current assets. . . . . . . . . . . . .       184,360      180,495
                                                        ------------  -----------

Equipment and leasehold improvements:
   Furniture, fixtures and equipment . . . . . . . . .        29,908       29,517
   Leasehold Improvements. . . . . . . . . . . . . . .         6,332        6,438
                                                        ------------  -----------
         Total . . . . . . . . . . . . . . . . . . . .        36,240       35,955

   Less accumulated depreciation . . . . . . . . . . .        20,392       19,696
                                                        ------------  -----------
         Net equipment and leasehold improvements. . .        15,848       16,259
                                                        ------------  -----------

Net investment in leases, net of current portion . . .         2,781        2,935
Goodwill . . . . . . . . . . . . . . . . . . . . . . .        67,910       67,664
Intangible assets, net . . . . . . . . . . . . . . . .           496          436
Other assets . . . . . . . . . . . . . . . . . . . . .         1,490        1,410
                                                        ------------  -----------
         Total assets. . . . . . . . . . . . . . . . .  $    272,885  $   269,199
                                                        ============  ===========
</TABLE>

                 See notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                POMEROY IT SOLUTIONS, INC.

                                CONSOLIDATED BALANCE SHEETS

(in thousands)                                                     April 5,    January 5,
                                                                     2004         2004
                                                                 ------------  -----------
                                                                 (unaudited)
LIABILITIES AND EQUITY

Current Liabilities:
<S>                                                              <C>           <C>
Current portion of notes payable. . . . . . . . . . . . . . . .  $        913  $       912
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . .        50,615       50,051
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . .         3,082        3,988
Other current liabilities . . . . . . . . . . . . . . . . . . .        10,814        8,758
                                                                 ------------  -----------
       Total current liabilities. . . . . . . . . . . . . . . .        65,424       63,709
                                                                 ------------  -----------

Notes payable, less current portion . . . . . . . . . . . . . .           250          913
Deferred income taxes . . . . . . . . . . . . . . . . . . . . .         4,818        4,780
 Commitments and contingencies

 Equity:
   Preferred stock,  $.01 par value; authorized 2,000 shares,
      (no shares issued or outstanding) . . . . . . . . . . . .             -            -
   Common stock, $.01 par value; authorized 20,000 shares,
      (12,990 and 12,943 shares issued at April 5, 2004 and
      January 5, 2004, respectively). . . . . . . . . . . . . .           130          130
   Paid-in-capital. . . . . . . . . . . . . . . . . . . . . . .        83,016       82,696
   Retained earnings. . . . . . . . . . . . . . . . . . . . . .       127,526      125,250
                                                                 ------------  -----------
                                                                      210,672      208,076
    Less treasury stock, at cost ( 738 shares at April 5, 2004
     and January 5, 2004, respectively) . . . . . . . . . . . .         8,279        8,279
                                                                 ------------  -----------
         Total equity . . . . . . . . . . . . . . . . . . . . .       202,393      199,797
                                                                 ------------  -----------
         Total liabilities and equity . . . . . . . . . . . . .  $    272,885  $   269,199
                                                                 ============  ===========
<FN>
                    See notes to consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except earnings per share data)      Three Months Ended
                                                --------------------------
                                                  April 5,      April 5,
                                                    2004          2003
                                                ------------  ------------
                                                (unaudited)   (unaudited)
Net sales and revenues:
<S>                                             <C>           <C>
 Sales-equipment, supplies and leasing . . . .  $   124,599   $    99,986
 Service . . . . . . . . . . . . . . . . . . .       30,615        29,992
                                                ------------  ------------
    Total net sales and revenues . . . . . . .      155,214       129,978
                                                ------------  ------------

Cost of sales and service:
 Sales-equipment, supplies and leasing . . . .      114,573        92,070
 Service . . . . . . . . . . . . . . . . . . .       22,272        21,531
                                                ------------  ------------
    Total cost of sales and service. . . . . .      136,845       113,601
                                                ------------  ------------

         Gross profit. . . . . . . . . . . . .       18,369        16,377
                                                ------------  ------------

Operating expenses:
   Selling, general and administrative . . . .       12,967        11,687
   Rent expense. . . . . . . . . . . . . . . .          768           787
   Depreciation. . . . . . . . . . . . . . . .          889         1,165
   Amortization. . . . . . . . . . . . . . . .           40           224
                                                ------------  ------------
         Total operating expenses. . . . . . .       14,664        13,863
                                                ------------  ------------

Income from operations . . . . . . . . . . . .        3,705         2,514
                                                ------------  ------------

Other expense (income):
   Interest, net . . . . . . . . . . . . . . .          (12)           67
   Other . . . . . . . . . . . . . . . . . . .            2           (22)
                                                ------------  ------------
         Total other expense (income). . . . .          (10)           45
                                                ------------  ------------

   Income  before income tax . . . . . . . . .        3,715         2,469
Income tax expense . . . . . . . . . . . . . .        1,439           963
                                                ------------  ------------

   Net income. . . . . . . . . . . . . . . . .  $     2,276   $     1,506
                                                ============  ============

Weighted average shares outstanding:
   Basic . . . . . . . . . . . . . . . . . . .       12,231        12,451
                                                ============  ============
   Diluted . . . . . . . . . . . . . . . . . .       12,401        12,465
                                                ============  ============

Earnings per common share:
   Basic . . . . . . . . . . . . . . . . . . .  $      0.19   $      0.12
                                                ============  ============
   Diluted . . . . . . . . . . . . . . . . . .  $      0.18   $      0.12
                                                ============  ============
</TABLE>
             See notes to consolidated financial statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)                                          Three Months Ended
                                                    --------------------------
                                                      April 5,      April 5,
                                                        2004          2003
                                                    ------------  ------------
                                                    (unaudited)   (unaudited)
<S>                                                 <C>           <C>
Cash Flows from operating activities:
   Net income. . . . . . . . . . . . . . . . . . .  $     2,276   $     1,506
   Adjustments to reconcile net income to net cash
from operating activities:
   Depreciation. . . . . . . . . . . . . . . . . .          889         1,163
   Amortization. . . . . . . . . . . . . . . . . .           40           224
   Deferred income taxes . . . . . . . . . . . . .          197          (672)
   Loss on sale of fixed assets. . . . . . . . . .            3             -
Changes in working capital accounts, net of
effects of acquisitions:
      Accounts receivable. . . . . . . . . . . . .       14,480        20,345
      Inventories. . . . . . . . . . . . . . . . .       (9,932)        1,419
      Prepaids . . . . . . . . . . . . . . . . . .          225         4,887
      Net investment in leases . . . . . . . . . .         (281)          427
      Accounts payable . . . . . . . . . . . . . .          564           612
      Deferred revenue . . . . . . . . . . . . . .         (906)           66
      Income tax payable . . . . . . . . . . . . .          363             -
      Other, net . . . . . . . . . . . . . . . . .        1,546           808
                                                    ------------  ------------
   Net operating activities. . . . . . . . . . . .        9,464        30,785
                                                    ------------  ------------
Cash Flows from investing activities:
   Capital expenditures. . . . . . . . . . . . . .         (251)         (788)
   Proceeds from sale of fixed assets. . . . . . .            -             1
   Acquisition of businesses, net of
      cash acquired. . . . . . . . . . . . . . . .         (438)       (3,184)
                                                    ------------  ------------
   Net investing activities. . . . . . . . . . . .         (689)       (3,971)
                                                    ------------  ------------
Cash Flows from financing activities:
   Payments of notes payable . . . . . . . . . . .         (662)            -
   Proceeds from exercise of stock options
     and related tax benefit . . . . . . . . . . .          320            34
   Purchase of treasury stock. . . . . . . . . . .            -          (770)
                                                    ------------  ------------
   Net financing activities. . . . . . . . . . . .         (342)         (736)
                                                    ------------  ------------

Increase in cash . . . . . . . . . . . . . . . . .        8,433        26,078
Cash and cash equivalents
   Beginning of period . . . . . . . . . . . . . .       40,200        32,505
                                                    ------------  ------------
   End of period . . . . . . . . . . . . . . . . .  $    48,633   $    58,583
                                                    ============  ============
</TABLE>
            See notes to consolidated financial statements.


                                        6
<PAGE>
                           POMEROY IT SOLUTIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   Basis  of  Presentation

     The consolidated financial statements have been prepared in accordance with
     accounting  principles  generally  accepted in the United States of America
     ("US  GAAP") for interim financial information and with the instructions to
     Form  10-Q  and  Rule  10-01  of  Regulation  S-X. Accordingly, they do not
     include  all  of  the  information  and  footnotes  required by US GAAP for
     complete  financial  statements. Except as disclosed herein, there has been
     no  material  change  in  the  information  disclosed  in  the  notes  to
     consolidated  financial  statements included in the Company's Annual Report
     on  Form  10-K  for  the  year  ended  January  5,  2004. In the opinion of
     management,  all  adjustments  (consisting  of  normal  recurring accruals)
     necessary  for  a  fair presentation of the interim periods have been made.
     The  results  of  operations for the three month period ended April 5, 2004
     are  not  necessarily  indicative  of  the results that may be expected for
     future  interim  periods  or  for  the  year  ending  January  5,  2005.

2.   Recent  Accounting  Pronouncements

     In  November  2002,  the  Emerging  Issues  Task  Force  ("EITF") reached a
     consensus  on  Issue  No.  00-21,  "Revenue  Arrangements  with  Multiple
     Deliverables."  EITF  No. 00-21 addresses certain aspects of the accounting
     by  a  vendor for arrangements under which the vendor will perform multiple
     revenue generating activities. EITF No. 00-21 is effective for fiscal years
     beginning  after June 15, 2003. Adoption of EITF No. 00-21 did not have any
     material  impact  on  the  Company's  financial  position  or  results  of
     operations.

     In  November  2002, the EITF reached a consensus on EITF 02-16, "Accounting
     by  a  Customer  (including  a reseller) for Certain Consideration Received
     from  a Vendor." EITF 02-16 requires that cash payments, credits, or equity
     instruments received as consideration by a customer from a vendor should be
     presumed to be a reduction of cost of sales when recognized by the customer
     in  the  income  statement. In certain situations, the presumption could be
     overcome  and the consideration recognized either as revenue or a reduction
     of  a specific cost incurred. The consensus should be applied prospectively
     to  new  or  modified  arrangements  entered  into after December 31, 2002.

     The  Company  had  been  participating  in a vendor program that expired in
     November  of  2003.  Since this program was initiated prior to December 31,
     2002,  the  Company  has  classified  these  vendor  program  payments as a
     reduction  in  selling,  general  and  administrative  expenses.  Under new
     agreements,  the Company has classified these vendor program payments under
     cost  of  sales  in  accordance  with  EITF  02-16.

     In  January  2003, the Financial Accounting Standards Board ("FASB") issued
     FASB  Interpretation  46  (FIN  46),  "Consolidation  of  Variable Interest
     Entities." FIN 46 clarifies the application of Accounting Research Bulletin
     51,  Consolidated  Financial  Statements,  for certain entities that do not
     have  sufficient  equity  at  risk for the entity to finance its activities
     without  additional subordinated financial support from other parties or in
     which  equity  investors  do  not have the characteristics of a controlling
     financial  interest  ("variable  interest  entities").  Variable  interest
     entities  within  the  scope  of  FIN 46 are required to be consolidated by
     their  primary  beneficiary. The primary beneficiary of a variable interest
     entity  is  determined  to  be  the  party  that  absorbs a majority of the
     entity's  expected  losses,  receives a majority of its expected returns or
     both.  FIN  46  applies  immediately  to variable interest entities created
     after  January  31,  2003,  and  to  variable interest entities in which an
     enterprise


                                        7
<PAGE>
     obtains an interest after that date. It applies in the first fiscal year or
     interim  period  beginning  after  December  15, 2003, to variable interest
     entities  in which an enterprise holds a variable interest that it acquired
     before  February 1, 2003. Adoption of FIN 46 did not have any impact on the
     Company's  financial  condition  or  results  of  operations.

     In  April  2003, the FASB issued Statement No. 149, "Amendment of Statement
     133  on Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149
     amends  and clarifies the financial accounting and reporting for derivative
     instruments,  including  certain  derivatives instruments embedded in other
     contracts,  and  for  hedging  activities  under  SFAS 133. The Company has
     adopted  the  provisions of SFAS 149 and they had no material impact on our
     financial  position  or  results  of  operations.

     In  May  2003,  the  FASB issued Statement No. 150, "Accounting for Certain
     Financial  Instruments with Characteristics of Both Liabilities and Equity"
     (SFAS  150).  SFAS  150  clarifies  the  accounting  for  certain financial
     instruments  that,  under  previous  guidance, issuers could account for as
     either  debt  or  equity.  The  new Statement requires that those financial
     instruments  be  classified  as  liabilities  in  statements  of  financial
     position.  The  Company has adopted the provisions of SFAS 150 and they had
     no  material  impact  on  our  financial position or results of operations.

3.   Cash  and  Bank  Notes  Payable

     The  Company  maintains  a  sweep  account with its bank whereby daily cash
     receipts  are  automatically  transferred  as payment towards the Company's
     credit  facility.  As of April 5, 2004 and January 5, 2004, the Company did
     not  have  a  balance outstanding under the Company's credit facility. This
     credit facility expires June 28, 2004. The Company is currently negotiating
     a  new  credit  facility  with terms sufficient for its financing needs and
     does not anticipate any problems securing a new credit facility before June
     28,  2004.

4.   Stock-Based  Compensation

     The FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation", in
     the fall of 1995. The statement encourages, but does not require, companies
     to  record compensation cost for stock-based employee compensation plans at
     fair  value.  The  Company  elected to account for stock-based compensation
     using  the intrinsic value method prescribed in Accounting Principles Board
     Opinion  No.  25,  "Accounting for Stock Issued to Employees". Accordingly,
     compensation  cost  for stock options is measured as the excess, if any, of
     the  quoted market price of the Company's common stock at the date of grant
     over  the  amount  an  employee  must pay to acquire the stock. The Company
     adopted  SFAS  No.  123  for disclosure purposes and for non-employee stock
     options.

     Had  compensation cost for the Company's stock option plans been determined
     based on the fair value at the grant date consistent with the provisions of
     SFAS  No.  123,  the Company's net income and earnings per share would have
     been  reduced  to  the  pro  forma  amounts  indicated  below:


                                        8
<PAGE>
(in thousands, except per                       Three Months Ended April 5,
share amounts)                                    2004            2003
                                              -------------  ---------------

Net income - as reported                      $       2,276  $         1,506
Stock-based compensation expense-net of tax             539              552
                                              -------------  ---------------
Net income - pro forma                        $       1,737  $           954
                                              =============  ===============
Net income per common share - as reported
  Basic                                       $        0.19  $          0.12
                                              =============  ===============
  Diluted                                     $        0.18  $          0.12
                                              =============  ===============
Net income per common share - pro forma
  Basic                                       $        0.14  $          0.08
                                              =============  ===============
  Diluted                                     $        0.14  $          0.08
                                              =============  ===============

5.   Earnings  per  Common  Share

     The following is a reconciliation of the number of shares used in the basic
     EPS  and  diluted  EPS  computations: (in thousands, except per share data)

                                    Three Months Ended April 5,
                    ---------------------------------------------------------
                            2004                             2003
                    -------------------------        ------------------------
                                   Per Share                       Per Share
                    Shares          Amount           Shares          Amount
                    ------        -----------        ------        ----------
Basic EPS           12,231        $     0.19         12,451        $     0.12
Effect of dilutive
  Stock options        170             (0.01)            14                 -
                    ------        -----------        ------        ----------
Diluted EPS         12,401        $     0.18         12,465        $     0.12
                    ======        ===========        ======        ==========

6.   Goodwill  and  Long-Lived  Assets

     Intangible  assets  with  definite lives are amortized over their estimated
     useful  lives.  The  following  table  provides  a summary of the Company's
     intangible  assets  with  definite lives as of April 5, 2004 and January 5,
     2004:

<TABLE>
<CAPTION>
(in thousands)                    Gross                      Net       Gross                      Net
                                Carrying    Accumulated   Carrying   Carrying    Accumulated   Carrying
                                 Amount    Amortization    Amount     Amount    Amortization    Amount
                                4/5/2004     4/5/2004     4/5/2004   1/5/2004     1/5/2004     1/5/2004
                                -----------------------------------  -----------------------------------
<S>                             <C>        <C>            <C>        <C>        <C>            <C>
Amortized intangible assets:
  Covenants not-to-compete      $   1,894  $       1,669  $     225  $   1,844  $       1,650  $     194
  Customer lists                      677            406        271        627            385        242
  Total amortized intangibles   $   2,571  $       2,075  $     496  $   2,471  $       2,035  $     436
                                =========  =============  =========  =========  =============  =========
</TABLE>


                                        9
<PAGE>
     Amortized intangible assets are being amortized over periods ranging from 3
     to  15  years  for covenants not-to-compete and 10 to 15 years for customer
     lists.  The  weighted  average  amortization  period  for  all  amortized
     intangible  assets  acquired  in  fiscal 2004 is 15 years. For the quarters
     ended  April  5,  2004 and 2003, amortization expense related to intangible
     assets  with  definite  lives  was  $40  and  $224  thousand, respectively.

     Projected  future  amortization  expense  related to intangible assets with
     definite  lives  are  as  follows:

(in thousands)
Fiscal Years:
2004                  $106   April 6, 2004 - January 5, 2005
2005                    58
2006                    27
2007                    27
2008                    27
2009 and thereafter    251
                      ----
              Total   $496
                      ====

     The  change  of  the  net  carrying amount of goodwill for the three months
     ended  April  5,  2004  by  segment  are  as  follows:

<TABLE>
<CAPTION>
(in thousands)                           Products   Services   Consolidated
                                         ---------  ---------  -------------
<S>                                      <C>        <C>        <C>
Net carrying amount as of 1/5/04         $  35,862  $  31,802  $      67,664
Goodwill recorded during first quarter         130        116            246
Net carrying amount as of 4/5/04         $  35,992  $  31,918  $      67,910
                                         =========  =========  =============
</TABLE>

7.   Supplemental  Cash  Flow  Disclosures

     Supplemental disclosures with respect to cash flow information and non-cash
     investing  and  financing  activities  are  as  follows:  (in  thousands)

<TABLE>
<CAPTION>
                                          Three Months Ended April 5,
                                        -------------------------------
                                            2004             2003
                                        -------------  ----------------
<S>                                     <C>            <C>
Interest paid                           $          88  $            70
                                        =============  ================
Income taxes paid                       $         978  $           350
                                        =============  ================
Adjustments to purchase price
 of acquisition assets and intangibles  $          92  $         1,624
                                        =============  ================

Business combinations accounted for
as purchases:
  Assets acquired                       $         438  $         7,258
  Liabilities assumed                               -           (4,074)
                                        -------------------------------
  Net cash paid                         $         438  $         3,184
                                        ===============================
</TABLE>


                                       10
<PAGE>
8.   Litigation

     There  are  various  legal actions arising in the normal course of business
that  have  been  brought against the Company. Management believes these matters
will  not  have a material adverse effect on the Company's financial position or
results  of  operations.

9.   Segment  Information

     Summarized  financial  information  concerning  the  Company's  reportable
segments  is  shown  in  the  following  table.  (in  thousands)

<TABLE>
<CAPTION>
                                      Three Months Ended April 5, 2004
                               ----------------------------------------------
                               Products   Services    Leasing   Consolidated
                               ---------  ---------  ---------  -------------
<S>                            <C>        <C>        <C>        <C>
Revenues                       $ 124,586  $  30,615  $      13  $     155,214
Income from operations             1,533      2,171          1          3,705
Total assets                     173,475     91,665      7,745        272,885
Capital expenditures                 137        114          -            251
Depreciation and amortization        505        423          1            929

                                      Three Months Ended April 5, 2003
                               ----------------------------------------------
                               Products   Services   Leasing    Consolidated
                               ---------  ---------  ---------  -------------
Revenues                       $  99,880  $  29,992  $     106  $     129,978
Income from operations             1,270      1,143        101          2,514
Total assets                     165,584     83,522      6,515        255,621
Capital expenditures                 382        406          -            788
Depreciation and amortization        756        631          -          1,387
</TABLE>

10.  Merger

     On  May  11,  2004,  Pomeroy  IT  Solutions,  Inc.  announced  that Pomeroy
     Acquisition  Sub,  Inc.,  a wholly owned subsidiary of Pomeroy ("PAS"), and
     Alternative  Resources  Corporation  (OTCBB:  ALRC) ("ARC") entered into an
     Agreement  and  Plan  of Merger ("Agreement") pursuant to which PAS will be
     merged  with  and into ARC. The signing of the Agreement was announced in a
     joint  news  release  by  the  parties  on  May  11,  2004.


                                       11
<PAGE>
     Item  2-Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations

         Special Cautionary Notice Regarding Forward-Looking Statements
         --------------------------------------------------------------

Certain  of the matters discussed under the caption "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of Operations" contain certain
forward  looking  statements  regarding future financial results of the Company.
The words "expect," "estimate," "anticipate," "predict," and similar expressions
are  intended  to  identify  forward-looking  statements.  Such  statements  are
forward-looking  statements  for  purposes of the Securities Act of 1933 and the
Securities  Exchange  Act of 1934, as amended, and as such may involve known and
unknown  risks,  uncertainties  and  other  factors  which  may cause the actual
results,  performance  or achievements of the Company to be materially different
from  future  results,  performance or achievements expressed or implied by such
forward-looking  statements.  Important  factors  that  could  cause  the actual
results,  performance  or  achievements of the Company to differ materially from
the  Company's  expectations  are  disclosed in this document including, without
limitation,  those  statements  made  in  conjunction  with  the forward-looking
statements  under  "Management's  Discussion and Analysis of Financial Condition
and  Results  of  Operations".  All  written  or oral forward-looking statements
attributable  to  the  Company are expressly qualified in their entirety by such
factors.


                                       12
<PAGE>
RESULTS  OF  OPERATIONS
The  following  table  sets  forth for the periods presented information derived
from  our  consolidated  statements  of  income expressed as a percentage of net
sales  and  revenues:

<TABLE>
<CAPTION>
                                       Percentage of Net Sales and Revenues
          Financial Results                Three months ended April 5,
-------------------------------------  ------------------------------------
                                             2004               2003
                                       ----------------  ------------------
<S>                                    <C>               <C>

Net sales and revenues:
  Equipment, supplies and leasing                 80.3%               76.9%
  Service                                         19.7%               23.1%
                                       ----------------  ------------------
  Total net sales and revenues                   100.0%              100.0%
                                       ================  ==================

Cost of sales and servce:
  Equipment, supplies and leasing                 73.8%               70.8%
  Service                                         14.3%               16.6%
                                       ----------------  ------------------
    Total cost of sales and service               88.1%               87.4%
                                       ================  ==================

Gross profit:
  Equipment, supplies and leasing                  6.5%                6.1%
  Service                                          5.4%                6.5%
                                       ----------------  ------------------
    Total gross profit                            11.9%               12.6%
                                       ================  ==================

Operating expenses:
  Selling, general and administrative              8.4%                9.0%
  Rent                                             0.5%                0.6%
  Depreciation                                     0.6%                0.9%
  Amortization                                     0.0%                0.2%
                                       ----------------  ------------------
    Total operating expenses                       9.5%               10.7%
                                       ================  ==================

Income from operations                             2.4%                1.9%

Net other expense                                  0.0%                0.0%

Income before income tax                           2.4%                1.9%
Income tax expense                                 0.9%                0.7%
                                       ----------------  ------------------
Net income                                         1.5%                1.2%
                                       ================  ==================
</TABLE>


                                       13
<PAGE>
                           POMEROY IT SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TOTAL  NET  SALES  AND  REVENUES.  Total  net sales and revenues increased $25.2
million,  or  19.4%,  to $155.2 million in the first quarter of fiscal 2004 from
$130.0  million in the first quarter of fiscal 2003. This increase was primarily
a  result  of  increased,  industry-wide  technology  spending.  Excluding
acquisitions  completed  in  fiscal  year  2003,  total  net  sales and revenues
increased 12.4%. Products and leasing sales increased $24.6 million, or 24.6% to
$124.6  million  in  the first quarter of fiscal 2004 from $100.0 million in the
first  quarter  of  fiscal 2003. Excluding acquisitions completed in fiscal year
2003,  products  and  leasing sales increased 16.1%.  Service revenues increased
$0.6 million, or 2.1%, to $30.6 million in the first quarter of fiscal 2004 from
$30.0 million in the first quarter of fiscal year 2003.   Excluding acquisitions
completed  in  fiscal  year  2003,  service  revenues  increased  0.04%.

GROSS PROFIT. Gross profit increased $2.0 million, or 12.2%, to $18.4 million in
the  first  quarter  of  fiscal  2004 from $16.4 million in the first quarter of
fiscal  2003.  The  increase was primarily due to increased product sales offset
somewhat  by  lower  service  gross  profit margins in 2004.  Gross profit, as a
percentage of revenue, decreased to 11.9% in the first quarter of fiscal 2004 as
compared  to  12.6% in the first quarter of fiscal 2003.  This decrease in gross
margin  resulted  primarily  from  the  decrease in service margins, decrease in
service  revenues  as a percentage of total revenues and the decrease in service
gross  margin  as  a  percentage of total gross margin.  The decrease in service
margins  was  offset  by an increase in product margins enhanced somewhat by the
adoption  of  EITF  02-16.  As a consequence of adopting EITF 02-16, the Company
recorded  approximately $265 thousand during the first quarter of fiscal 2004 of
vendor  considerations  as  a  reduction  of  product cost of sales, which would
previously  have  been  recorded  as  a  reduction  of  selling,  general  and
administrative expenses.  Excluding the impact of EITF 02-16, and therefore on a
non-GAAP  basis,  the gross profit margin would have been 11.7% during the first
quarter  of  fiscal  2004  compared  to 12.6% during the first quarter of fiscal
2003.  The  non-GAAP  gross  profit  margin  is  included  in this discussion to
provide  meaningful comparison to prior periods. On a forward looking basis, the
Company expects to be aggressive in product and service pricing in order to gain
existing  market share which will have a continued unfavorable impact on overall
gross  margin.   Additionally,  the  Company  expects to continue increasing the
breadth  and  depth of its service offerings, which will have a continued impact
on  service gross margin. Factors that may have an impact on gross margin in the
future  include  the  continued changes in hardware margins, change in personnel
utilization  rates,  the mix of products sold and services provided, a change in
unit  prices,  the  percentage  of  equipment or service sales with lower-margin
customers,  the  ratio  of service revenues to total net sales and revenues, and
the  Company's  decision  to  aggressively  price certain products and services.

OPERATING  EXPENSES.  Selling,  general  and  administrative expenses (including
rent  expense  and provision for doubtful accounts) expressed as a percentage of
total  net  sales  and revenues decreased to 8.9% in the first quarter of fiscal
2004 from 9.6% in the first quarter of fiscal 2003. This decrease is primarily a
result of higher net sales and revenues. Total operating expenses expressed as a
percentage  of  total  net  sales  and  revenues  decreased to 9.5% in the first
quarter  of  fiscal  2004  from 10.7% in the first quarter of fiscal 2003.  This
decrease  is primarily the result of higher net sales and revenues.  As a result
of  adopting EITF 02-16, the Company reclassified approximately $265 thousand of
vendor  consideration  to  a  reduction of cost of sales, which would previously
have  been  recorded  as  a  reduction  of  selling,  general and administrative
expenses.  Excluding  the  impact  of  EITF  02-16,  and therefore on a non-GAAP
basis,  operating  expenses  would  have  been  9.6% during the first quarter of
fiscal  2004 as compared to 10.7% during the first quarter of fiscal 2003.  This
non-GAAP  measurement  is  included  to  provide a more meaningful comparison to
prior  periods.

INCOME  FROM  OPERATIONS.  Income  from  operations  increased  $1.2 million, or
47.4%,  to $3.7 million in the first quarter of fiscal 2004 from $2.5 million in
the  first  quarter  of fiscal 2003. The Company's operating margin increased to
2.4%  in  the  first  quarter  of  fiscal  2004 as compared to 1.9% in the first
quarter  of fiscal 2003.  This increase is primarily due to higher net sales and
revenues.


                                       14
<PAGE>
INTEREST  INCOME/EXPENSE.  Net  interest  income was $0.012 million during first
quarter  of  fiscal  2004  as  compared to net interest expense of $0.07 million
during  first  quarter  of  fiscal 2003. This decrease in interest expense was a
result  of  improved  net cash flow and interest income earned on cash balances.

INCOME  TAXES.  The  Company's effective tax rate was 38.7% in the first quarter
of  fiscal  2004  compared  to  39.0%  in  the  first  quarter  of  fiscal 2003.

NET INCOME. Net income increased $0.8 million, or 51.1%, to  $2.3 million in the
first three months of fiscal 2004 from $1.5 million in the first three months of
fiscal  2003  due  to  the  factors  described  above.


                         LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $9.5 million in the first three months
of  fiscal  2004.  Cash  used  in  investing  activities was $0.7 million, which
included  $0.4  million for prior year acquisitions and $0.3 million for capital
expenditures. Cash used in financing activities was $0.4 million, which included
$0.7  million  for  payments of notes payable offset by $0.3 million of proceeds
from  exercise  of  stock  options.

A  significant  part  of  the  Company's  inventories  is financed by floor plan
arrangements with third parties. At April 5, 2004, these lines of credit totaled
$84.0  million,  including $72.0 million with GE Commercial Distribution Finance
("GECDF")  and  $12.0  million  with  IBM Credit Corporation ("ICC"). Borrowings
under  the  GECDF  floor  plan  arrangements  are  made  on  thirty-day  notes.
Borrowings  under  the ICC floor plan arrangements are made on either thirty-day
or  sixty-day  notes.  All such borrowings are secured by the related inventory.
Financing  on  substantially  all  of  the  arrangements is interest free due to
subsidies  by  manufacturers. Overall, the average rate on these arrangements is
less  than 1.0%. The Company classifies amounts outstanding under the floor plan
arrangements  as  accounts  payable.

The  Company's  financing  of  receivables  is provided through a portion of its
credit  facility  with GECDF.  The Company's $240.0 million credit facility with
GECDF  has  a three-year term and includes $72.0 million for inventory financing
as  described  above,  $144.0  million  for  working capital which is based upon
accounts  receivable financing, and a cash-flow component in the form of a $24.0
million  term  loan,  which  is not restricted to a borrowing base. The accounts
receivable  and  term  loan  portion  of  the  credit  facility carry a variable
interest  rate  based  on  the  London  InterBank  Offering Rate ("LIBOR") and a
pricing  grid.  This  credit  facility  expires  June  28, 2004.  The Company is
currently  negotiating  a  new  credit  facility  with  terms sufficient for its
financing  needs  and  does  not  anticipate  any problems securing a new credit
facility  before  June  28,  2004.

At  April  5,  2004,  the  Company  did not have a balance outstanding under the
working  capital  and  cash  flow  components  under  this  facility. The credit
facility  is  collateralized  by substantially all of the assets of the Company,
except  those  assets  that  collateralize certain other financing arrangements.
Under  the  terms  of  the  credit  facility,  the Company is subject to various
financial  covenants.    Currently,  the  company  is  in  compliance  with  all
financial  covenants.

The  Company believes that the anticipated cash flow from operations and current
financing  arrangements  will  be  sufficient  to  satisfy the Company's capital
requirements  for the next twelve months. Historically, the Company has financed
acquisitions  using a combination of cash, earn outs, shares of its Common Stock
and seller financing. Other than the merger of Alternative Resources Corporation
with  an  into  Pomeroy  Acquisition Sub, Inc., a wholly owned subsidiary of the
Company,  as  announced  on  May  11, 2004 which the Company anticipates will be
finance  using  cash only, the Company anticipates that future acquisitions will
be  financed  in  a  similar  manner.


                                       15
<PAGE>
Aggregated information about the Company's contractual obligations and other off
balance  sheet  commitments  as  of April 5, 2004 are presented in the following
table:

<TABLE>
<CAPTION>
                                                                                 MORE THAN
                            TOTAL   YEAR 1   YEAR 2   YEAR 3   YEAR 4   YEAR 5    5 YEARS
                           -------  -------  -------  -------  -------  -------  ---------
<S>                        <C>      <C>      <C>      <C>      <C>      <C>      <C>
Acquisition notes          $ 1,163  $   913  $   250  $     -  $     -  $     -  $       -
Operating leases            14,348    3,009    3,634    2,302    1,709    1,520      2,174
                           -------  -------  -------  -------  -------  -------  ---------
Total contractual
cash obligations           $15,511  $ 3,922  $ 3,884  $ 2,302  $ 1,709  $ 1,520  $   2,174
                           =======  =======  =======  =======  =======  =======  =========
</TABLE>

The  operating leases, shown above, are not recorded on the consolidated balance
sheet.  Operating  leases  are  utilized  in  the  normal  course  of  business.


                                       16
<PAGE>
Item 3-Quantitative and Qualitative Disclosures about Market Risk.

The  Company  is  exposed  to  interest  rate  risk primarily through its credit
facility  with  GECDF.  Due  to the Company's current cash position, the Company
did  not  experience  a  material  impact  from interest rate risk for the first
quarter  of  fiscal  2004.

Currently,  the  Company does not have any significant financial investments for
trading  or  other  speculative  purposes  or  to manage interest rate exposure.


Item 4-Controls and Procedures

As  of  April  5,  2004, an evaluation was carried out under the supervision and
with  the  participation  of  the  Company's  management,  including  our  Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of our
disclosure  controls  and procedures (as defined in Exchange Act Rules 13a-15(e)
and  15d-15(e)  under  the  Securities  Exchange  Act  of 1934).  Based on their
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that the Company's disclosure controls and procedures are, to the best
of  their  knowledge,  effective  to  ensure  that  information  required  to be
disclosed  by the Company in reports that it files or submits under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in Securities and Exchange Commission rules and forms.  Subsequent to
April  5,  2004,  our  Chief  Executive Officer and Chief Financial Officer have
concluded  that  there  were  no  significant  changes in the Company's internal
controls  or  in  other  factors  that  could  significantly affect our internal
controls.


                                       17
<PAGE>
                             PART II - OTHER INFORMATION

Item 1-Legal Proceedings

There  are  various  legal actions arising in the normal course of business that
have  been  brought  against the Company. Management believes these matters will
not  have  a  material  adverse  effect  on  the Company's financial position or
results  of  operations.

Item 2-Changes in Securities and Use of Proceeds. . . . . . . . . . .   None

Item 3-Defaults Upon Senior Securities. . . . . . . . . . . . . . . .   None

Item 4-Submission of Matters to a Vote of Security Holders. . . . . .   None

Item 5-Other Information. . . . . . . . . . . . . . . . . . . . . . .   None

Item 6-Exhibits and Reports on Form 8-K

     (a)  Reports on Form 8-K
          On February 23, 2004, Pomeroy IT Solutions, Inc. announced that it was
          recognized  by  Cisco  Systems,  Inc., during the Cisco annual Partner
          Summit, in Honolulu, Hawaii, as the Direct Value Added Reseller (DVAR)
          of  the  Year  in  the  Southeast  Region.  The  Cisco DVAR Awards are
          conferred to partners who meet and score the highest on a specific set
          of  requirements  that  are  designed  to  identify  the  best channel
          partners.  These  include customer satisfaction, year over year growth
          of  Cisco  sales  and  Advanced  Technologies sales as a percentage of
          overall  bookings  and  compliance  with  the  Cisco  Channel  Partner
          Program.

          On  May  11,  2004,  Pomeroy IT Solutions, Inc. announced that Pomeroy
          Acquisition  Sub,  Inc., a wholly owned subsidiary of Pomeroy ("PAS"),
          and  Alternative  Resources  Corporation  ("ARC")  entered  into  an
          Agreement and Plan of Merger pursuant to which PAS will be merged with
          and  into  ARC.

     (b)  Exhibits

          10(I)     Agreement and Plan of Merger by and between Pomeroy
                    Acquisition Sub, Inc., a wholly owned subsidiary of Pomeroy,
                    and Alternative Resources Corporation, dated May 11, 2004.
          10(ii)    Lockup and Purchase Agreement by and between Pomeroy IT
                    Solutions, Inc., a Delaware corporation ("Parent"), and
                    Wynnchurch Capital Partners, L.P. ("Wynnchurch US"), a
                    Delaware limited partnership, Wynnchurch Capital Partners
                    Canada, L.P. ("Wynnchurch Canada"), an Alberta, Canada
                    limited partnership and Wynnchurch Capital, Ltd., a Delaware
                    corporation (Wynnchurch US, Wynnchurch Canada and Wynnchurch
                    Capital, Ltd. are collectively "Wynnchurch"), dated May 11,
                    2004.
          10 (iii)  Material Employee Benefit and Other Agreements


                                       18
<PAGE>
                    (j)(8) Amended and restated employment agreement by and
                    between Pomeroy IT Solutions, Inc. and David B. Pomeroy, II,
                    dated January 6, 2004.
                    (j)(9) Amended and restated employment agreement by and
                    between Pomeroy IT Solutions, Inc. and Stephen E. Pomeroy,
                    dated January 6, 2004.
          31.1      Section 302 CEO Certification

          31.2      Section 302 CFO Certification

          32.1      Section 906 CEO Certification

          32.2      Section 906 CFO Certification


                                       19
<PAGE>
                                      SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                      POMEROY IT SOLUTIONS, INC.
                                      --------------------------
                                            (Registrant)

Date: May 17, 2004                    By:/s/ Michael E. Rohrkemper
                                      --------------------------------------
                                      Michael E. Rohrkemper
                                      Chief Financial Officer and
                                      Chief Accounting Officer


                                       20
<PAGE>