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 July 5, 1997

                                         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 COMPUTER RESOURCES, INC.
                          ________________________________
               (Exact name of registrant as specified in its charter)

         DELAWARE                                      31-1227808
         ________                                      __________
         (State or jurisdiction of incorporation      (I.R.S. Employer 
            or organization)                          Identification No.)

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

                                   (606) 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___
          The number of shares of common stock outstanding as of July 31,
          1997 was 7,519,958.
<PAGE>

                          POMEROY COMPUTER RESOURCES, INC.
                                  TABLE OF CONTENTS
          Part I.     Financial Information
                      Item 1.           Financial Statements:        Page
                                                                     ____

                                        Consolidated Balance          3
                                        Sheets as of January 5,
                                        1997 and July 5, 1997

                                        Consolidated Statements of    4
                                        Income for the Quarters
                                        Ended July 5, 1996 and
                                        1997

                                        Consolidated Statements of    5
                                        Income for the Six Months
                                        Ended July 5, 1996 and
                                        1997

                                        Consolidated Statements of    6
                                        Cash Flows for the Six
                                        Months Ended July 5, 1996
                                        and 1997

                                        Notes to Consolidated         7
                                        Financial Statements

                      Item 2.           Management's Discussion       9
                                        and Analysis of Financial
                                        Condition and Results of
                                        Operations

          Part II.    Other Information                               12

          SIGNATURE                                                   15

<PAGE>
<TABLE>
                        POMEROY COMPUTER RESOURCES, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 ( In thousands)

<CAPTION>                                                   January 5,  July 5,
                                                    1997       1997
       ASSETS                                     __________  __________
       <S>                                        <C>         <C>
       Current assets:
          Cash                                    $   6,809   $      95 
          Accounts and note receivable, less 
          allowance of $509 and $639 at January 
          5 and July 5, 1997, respectively           68,094      81,921
          Inventories                                23,426      32,445
          Other                                         739         735
                                                  __________  __________
                  Total current assets               99,068    115,196
                                                  __________  __________ 

       Equipment and leasehold improvements          13,076      14,741
       Less accumulated depreciation                  3,864       5,308
                                                  __________  __________  
         Net equipment and leasehold improvements     9,212       9,433

       Other assets                                  13,100      14,833
                                                  __________  __________    
                 Total assets                     $ 121,380   $ 139,462
                                                  ==========  ==========  

       LIABILITIES AND EQUITY
       Current liabilities:
          Notes payable                           $     907   $   1,150
          Accounts payable                           40,343      36,424
          Bank notes payable                         24,146      12,314
          Other current liabilities                   6,469      10,117
                                                  __________  __________
                 Total current liabilities           71,865      60,005

       Notes payable                                  2,189       1,978
       Deferred income taxes                            733         507

       Equity:
          Preferred stock ( no shares
           issued or outstanding)
          Common stock ( 6,469 and 7,508 shares 
           issued and outstanding at January 5 
           and July 5, 1997, respectively)               65          75
          Paid-in capital                            34,402      57,844
          Retained earnings                          12,330      19,257
                                                  __________  __________      
                                                     46,797      77,176

          Less treasury stock, at cost 
           (21 shares at January 5 
           and July 5, 1997, respectively)              204         204
                                                  __________  __________   
                 Total equity                        46,593      76,972
                                                  __________  __________    
                 Total liabilities and equity     $ 121,380   $ 139,462
                                                  ==========  ==========  
<FN>
                       See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                              POMEROY COMPUTER RESOURCES, INC.

                             CONSOLIDATED STATEMENTS OF INCOME
                         ( In thousands, except per share amounts )
<CAPTION>
                                                       Quarter Ended
                                                  _____________________      
                                                    July 5,     July 5,
                                                     1996        1997
                                                  __________  __________
          <S>                                     <C>         <C>
          Net sales and revenues                  $  77,836   $ 118,218
          Cost of sales and service                  64,990      99,083
                                                  __________  __________    
                    Gross profit                     12,846      19,135
                                                  __________  __________    
          Operating expenses:
             Selling, general and administrative      8,144      11,297
             Rent expense                               340         446
             Depreciation                               442         700
             Amortization                               171         223
                                                  __________  __________    
                    Total operating expenses          9,097      12,666
                                                  __________  __________    

          Income from operations                      3,749       6,469

          Interest expense                              659          99
          Other expense (income)                        (24)        169
          Income before income tax                    3,114       6,201

          Income tax expense                          1,261       2,232
                                                  __________  __________    
          Net income                              $   1,853       3,969
                                                  ==========  ==========  

          Weighted average shares outstanding:
               Primary                                4,346       7,679
               Fully diluted                          4,354       7,687

          Net income per common share:
               Primary                            $    0.43   $    0.52
               Fully diluted                      $    0.43   $    0.52

<FN>
                              See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                              POMEROY COMPUTER RESOURCES, INC.

                             CONSOLIDATED STATEMENTS OF INCOME
                         ( In thousands, except per share amounts )
<CAPTION>
                                                     Six Months Ended
                                                  _____________________      
                                                    July 5,     July 5,
                                                     1996        1997
                                                  __________  __________
          <S>                                     <C>         <C>
          Net sales and revenues                  $ 141,060   $ 218,584
          Cost of sales and service                 118,614     182,545
                                                  __________  __________    
                    Gross profit                     22,446      36,039
                                                  __________  __________    

          Operating expenses:
             Selling, general and administrative     14,580      21,772
             Rent expense                               631         919
             Depreciation                               760       1,503
             Amortization                               269         435
                                                  __________  __________    
                    Total operating expenses         16,240      24,629
                                                  __________  __________    

          Income from operations                      6,206      11,410

          Interest expense                            1,094         466
          Litigation settlement and related costs     4,392           -
          Other expense (income)                       (117)        121
                                                  __________  __________    
          Income before income tax                      837      10,823

          Income tax expense                            339       3,896
                                                  __________  __________    
          Net income                              $     498   $   6,927
                                                  ==========  ==========  

          Weighted average shares outstanding:
               Primary                                4,232       7,391
               Fully diluted                          4,242       7,395

          Net income per common share:
               Primary                            $    0.12   $    0.94
               Fully diluted                      $    0.12   $    0.94

<FN>
                         See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                             POMEROY COMPUTER RESOURCES, INC.

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       ( In thousands )
<CAPTION>
                                                            Six Months Ended
                                                        ______________________
                                                          July 5       July 5,
                                                           1996         1997
                                                        __________  __________ 
          <S>                                           <C>         <C> 
          Net cash flows used in operating activities   $  (4,433)  $ (14,711)
                                                        __________  __________ 

          Cash flows used in investing activities:
             Capital expenditures                          (1,475)     (1,180)
             Acquisition of reseller                       (4,460)     (1,958)
                                                        __________  __________ 
          Net investing activities                         (5,935)     (3,138)
                                                        __________  __________ 

          Cash flows provided by (used in) 
           financing activities:
             Net payments on bank note                     (2,943)    (11,832)
             Payments of notes payable                     (2,167)       (425)
             Net proceeds of stock offering                15,221      23,262
             Retirement of stock warrants                    (330)          0
             Proceeds from exercise of stock options          213         130
                                                        __________  __________ 
          Net financing activities                          9,994      11,135
                                                        __________  __________ 

          Decrease in cash                                   (374)     (6,714)

          Cash:
             Beginning of period                              596       6,809
                                                        __________  __________ 
             End of period                              $     222   $      95

<FN>
                          See notes to consolidated financial statements.
</TABLE>
<PAGE>
                          POMEROY COMPUTER RESOURCES, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          1.Basis of Presentation

            The consolidated  financial statements  have been  prepared in
            accordance with generally  accepted accounting  principles for
            interim financial  information and  with  the instructions  to
            Form  10-Q  and  Rule  10-01  of  Regulation  S-X.  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, 1997.  In  the opinion  of
            management, all  adjustments (consisting  of normal  recurring
            accruals) necessary  for a  fair presentation  of the  interim
            period have been made. The results of  operations for the six-
            month period ended July 5, 1997 are not necessarily indicative
            of the results that may be expected for future interim periods
            or for the year ending January 5, 1998.
          
          2.Borrowing Arrangements
            The Company's  $25.0 million  bank revolving  credit agreement
            ( "Credit  Facility" )  expired  on  April  30, 1997  and  was
            replaced by a temporary $10 million note  with interest at 1.0
            percentage point below the bank's prime rate. At July 5, 1997,
            the  outstanding  balance,  which  included  $6.3  million  of
            overdrafts, was $12.3 million at an interest rate of 7.5%. The
            overdrafts were subsequently funded through  the normal course
            of business. The Company expects to  complete negotiations for
            an amendment of the  Credit Facility during the  third quarter
            of fiscal 1997.  The amended Credit  Facility will  permit the
            Company to borrow up to $15.0 million and will expire one year
            from its  effective  date. The  amended  Credit Facility  will
            carry a variable interest rate based on  (i) Star Bank's prime
            rate less an incentive pricing spread (the   Incentive Pricing
            Spread  ) based on certain financial ratios  of the Company or
            (ii) LIBOR plus the Incentive Pricing Spread, at the Company's
            election.  The  Incentive  Pricing  Spread  will  be  adjusted
            quarterly. The amended Credit Facility  will be collateralized
            by substantially  all of  the assets  of  the Company,  except
            those  assets  that  collateralize   certain  other  financing
            arrangements. Under the terms of the  amended Credit Facility,
            the Company will be subject to various financial covenants.

          3.Supplemental Cash Flow Disclosures

            Supplemental disclosures with respect to cash flow information
            and non-cash investing and financing
            activities are as follows:
                (In thousands)                              Six Months Ended
                                                        ______________________
                                                          July 5       July 5,
                                                           1996         1997
                                                        __________  __________ 
                Interest paid                           $   1,051   $     579
                                                        ==========  ==========
                Income taxes paid                       $     589   $   1,494
                                                        ==========  ==========
                Business combination accounted for
                as  purchase:
                         Assets acquired                $  14,830   $   3,746
                         Liabilities assumed               (6,395)     (1,246)
                         Note payable                      (2,700)       (542)
                         Stock issued                      (1,275)          -
                                                        __________  __________ 
                         Net cash paid                  $   4,460   $   1,958
                                                        ==========  ==========
                                                                    
                Note  issued  and  accrued
                liabilities for litigation
                settlement                              $   1,650
                                                        ==========  
<PAGE>
          4.Stockholders' Equity

            On February 28, 1997, the Company completed a secondary public
            offering of 1.02 million  shares of its common  stock. The net
            proceeds  of  $23.3  million  were  used   to  reduce  amounts
            outstanding under  the  Company's  line  of  credit.  If  this
            secondary offering had been  completed as of January  6, 1997,
            pro forma primary and  fully diluted earnings per  share would
            have been  $0.92 for  the first  half   of  fiscal 1997.  This
            computation assumes no interest expense related  to the credit
            line and the issuance of only a sufficient number of shares to
            eliminate the credit line at the beginning of fiscal 1997.

          5.Income Taxes

            The Company's  effective  tax rate  was  36.0%  in the  second
            quarter and first half of 1997 compared to 40.5% in the second
            quarter and first half of 1996. This decrease was attributable
            to state tax credits earned as a result of the move to the new
            headquarters and distribution center in fiscal 1996.

          6. Acquisition

            On June 26,  1997, the Company  acquired substantially  all of
            the assets  and assumed  certain of  the liabilities  of Magic
            Box, Inc. ( "Magic Box" ), a privately held network integrator
            located in  Miami, Florida.  The purchase  price consisted  of
            $2.0 million in cash, $1.2 million  of assumed liabilities and
            $0.5  million   of  subordinated   notes.   Interest  on   the
            subordinated notes, which is  calculated at the prime  rate as
            of the date of closing, is payable  quarterly and principal is
            payable in two equal annual installments.  The acquisition was
            accounted for as  a purchase,  accordingly the  purchase price
            was  allocated  to  assets  and  liabilities  based  on  their
            estimated value as of the date of  acquisition. The results of
            Magic Box's  operations  were  included  in  the  consolidated
            statement of income  from the date  of acquisition.  Had Magic
            Box been acquired  at the beginning  of fiscal 1996,  the pro-
            forma inclusion of its operating results would  not have had a
            significant effect on the reported consolidated net income for
            the six months ended July 5, 1996 and 1997, respectively.
  
        7.New Accounting Pronouncement

            In February  1997, the  Financial  Accounting Standards  Board
            ( "FASB" ) issued Statement of Financial Accounting  Standards
            No. 128, Earnings Per Share ( "Statement 128" ). Statement 128
            supersedes  APB  Opinion  No.  15,  Earnings   Per  Share  and
            specifies  the   computation,   presentation  and   disclosure
            requirements for earnings per share (``EPS'') for entities with
            publicly  held  common   stock  or  potential   common  stock.
            Statement 128  replaces the  presentation of  primary EPS  and
            fully diluted EPS with a presentation of basic EPS and diluted
            EPS. Statement 128 is  effective for financial  statements for
            both interim  and  annual periods  ending  after December  15,
            1997.  The   Company  has   determined  the   impact  of   the
            implementation of  Statement 128  on its  financial statements
            and related disclosures will not be material.

          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.Subsequent Event

            On July  24, 1997,  the Company  acquired  certain assets  and
            assumed certain  liabilities  of  Micro  Care,  Inc.  ( "Micro
            Care" ),  a  privately  held  systems  integrator  located  in
            Indianapolis, Indiana.  The purchase  price consisted  of $1.0
            million in  cash, a  subordinated note  for  $0.8 million  and
            12,002 unregistered shares of the Company's  common stock with
            an  approximate  value  of  $0.3  million.   Interest  on  the
            subordinated note, which is calculated at the prime rate as of
            the date  of closing,  is payable  quarterly and  principal is
            payable in  three equal  annual installments.  The acquisition
            will be accounted for as a  purchase, accordingly the purchase
            price will  be allocated  to assets  and liabilities  based on
            their estimated  value  as of  the  date  of acquisition.  The
            results of  Micro Care's  operations will  be included  in the
            consolidated statement of income from the date of acquisition.


<PAGE>
            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"  may  constitute  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.

                          POMEROY COMPUTER RESOURCES, INC.
                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          TOTAL NET  SALES  AND  REVENUES. Total  net  sales  and  revenues
          increased $40.4  million,  or 51.9%,  to  $118.2 million  in  the
          second quarter of 1997 from $77.8  million in the second  quarter
          of 1996. This increase was attributable to acquisitions completed
          in 1996 and 1997, new regional  offices, an increase in sales  to
          existing and new customers.  Excluding acquisitions completed  in
          1996 and  1997 and  new regional  offices,  total net  sales  and
          revenues  increased  32.0%.  Sales  of  equipment  and   supplies
          increased $35.6  million,  or 50.2%,  to  $106.6 million  in  the
          second quarter of 1997 from $71.0  million in the second  quarter
          of 1996. Excluding  acquisitions completed in  1996 and 1997  and
          new regional offices, sales  of equipment and supplies  increased
          30.5%. Service  revenues increased  $4.8  million, or  70.6%,  to
          $11.6 million in the second quarter of 1997 from $6.8 million  in
          the second quarter of  1996. Excluding acquisitions completed  in
          1996  and  1997  and  new  regional  offices,  service   revenues
          increased 48.6%.

          Total net sales and revenues  increased $77.5 million, or  54.9%,
          to $218.6 million in the first  half of 1997 from $141.1  million
          in the first half  of 1996. On a  comparable basis, as  described
          above, total net  sales and  revenues increased  29.6%. Sales  of
          equipment and  supplies increased  $68.6  million, or  53.4%,  to
          $196.9 million in the first half  of 1997 from $128.3 million  in
          the first  half of  1996. On  a  comparable basis,  as  described
          above, sales of equipment  and supplies increased 27.8%.  Service
          and other revenues  increased $8.9  million, or  69.5%, to  $21.7
          million in the first half of 1997 from $12.8 million in the first
          half of 1996. On a comparable basis, as described above,  service
          and other revenues increased 48.0%.

          GROSS MARGIN. Gross margin  was 16.2 % in  the second quarter  of
          1997 compared  to  16.5% in  the  second quarter  of  1996.  This
          decrease in the second  quarter of 1997 can  be attributed to  an
          increase in the percentage  of equipment sales with  lower-margin
          customers. This strategy  was undertaken  to generate  additional
          service revenues and increase market share. Service revenues as a
          percentage of total  net sales increased  to 9.8%  in the  second
          quarter of 1997 compared to 8.8%  in the second quarter of  1996.
          However, the increase in  the higher-margin service revenues  was
          not enough to offset the lower-margin equipment sales. It is  not
          expected that this trend in decreasing gross margin will continue
          during the third and fourth quarters of fiscal 1997. Factors that
          could have  an impact  on this  trend include  the percentage  of
          equipment sales  with lower-margin  customers  and the  ratio  of
          service revenues to total net sales and revenues.

          Gross profit as a percentage of sales was 16.5% in the first half
          of 1997  compared  to 15.9%  in  the  first half  of  1996.  This
          increase is attributed to  the increase in higher-margin  service
          revenues, the  increase  in gross  margin  for services  and  the
          increase in the gross margin for equipment sales during the first

<PAGE>

          quarter of 1997. The increase in gross margin for equipment sales
          in the first  quarter of 1997  compared to the  first quarter  of
          1996 resulted from better  pricing through volume purchases  with
          major manufacturers.

          OPERATING EXPENSES. Selling, general and administrative  expenses
          (including rent expense) expressed as  a percentage of total  net
          sales and revenues  decreased to 9.9%  and 10.4%  for the  second
          quarter and first half of 1997 from 10.9% and 10.8% in the second
          quarter and  first  half  of 1996.  This  decrease  is  primarily
          attributable to a  slowing in the  rate of  increase of  expenses
          relative to the increase in total  net sales and revenues.  Total
          operating expenses expressed as a  percentage of total net  sales
          and revenues decreased to 10.7% and  11.3% in the second  quarter
          and first half of 1997 from 11.7% and 11.5% in the second quarter
          and first half of 1996 due to the slowing in the rate of increase
          of expenses relative to total net sales and revenues.

          INCOME FROM  OPERATIONS. Income  from operations  increased  $2.7
          million, or 72.6%, to $6.5 million in the second quarter of  1997
          from $3.7 million in  the second quarter  of 1996. The  Company's
          operating margin increased to 5.5% in the second quarter of  1997
          as compared to 4.8% in 1996  as the decrease in gross margin  was
          more than  offset by  the decrease  in  operating expenses  as  a
          percent of total net sales and revenues.

          Income from operations increased $5.2 million, or 83.9%, to $11.4
          million in the first half of 1997 from $6.2 million in the  first
          half of 1996.  Operating margin increased  to 5.2%  in the  first
          half of 1997 as compared to 4.4% in 1996 due to  the increase  in
          gross margin and the decrease in operating expenses as a  percent
          of net sales and revenues.

          INTEREST EXPENSE.  Interest expense  was  $0.1 million  and  $0.5
          million in the  second quarter and  first half  of 1997  compared
          with $0.7 million   and $1.1  million in the  second quarter  and
          first half of 1996. This decrease in the second quarter and first
          half of 1997 from the comparable periods in 1996 is due to  lower
          average debt  outstanding  as  the proceeds  from  the  secondary
          public offering in  February 1997  were used  to pay  outstanding
          balances.

          INCOME TAXES. The Company's effective tax  rate was 36.0% in  the
          second quarter and first  half of 1997 compared  to 40.5% in  the
          second quarter  and  first  half of    1996.  This  decrease  was
          attributable to state tax credits earned as a result of the  move
          to the new headquarters and  distribution center in fiscal  1996.
          The  Company  has  been  approved   for  state  tax  credits   of
          approximately $4.0 million over 10 years by the Kentucky Economic
          Development Finance Authority.

          NET INCOME. Net income increased $2.1 million, or 114.2%, to $4.0
          million in the second  quarter of 1997 from  $1.9 million in  the
          second quarter of 1996. This increase was a result of the factors
          described previously.  Net income,  excluding the  impact of  the
          Vanstar settlement, increased  $3.8 million, or  122.7%, to  $6.9
          million in the first half of 1997 from $3.1 million in the  first
          half of 1996. This increase was a result of the factors described
          previously.


                           LIQUIDITY AND CAPITAL RESOURCES

          Cash used in operating activities was $14.7 million in the  first
          half of 1997.  Cash used  in investing  activities included  $2.0
          million  for  an  acquisition   and  $1.2  million  for   capital
          expenditures. Cash  provided  by  financing  activities  included
          $23.3 million of net proceeds from a secondary stock offering  of
          1.02 million shares less $11.8 million of net repayments on  bank
          notes payable and  $0.4 million  of repayments  on various  notes
          payable.

          A significant part  of the Company's  inventories is financed  by
          floor plan  arrangements with  third parties.  At July  5,  1997,
          these lines  of credit  totaled  $37.0 million,  including  $12.0
          million with IBM Credit  Corporation ( "ICC" ) and $25.0  million
          with Deutsche Financial Services ( "DFS" ).  Borrowings under the
          ICC floor plan arrangement are made on sixty day notes, with one-
          half of the note amount due in thirty days. Borrowings under  the
          DFS floor plan arrangement are made on thirty 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. The  average  interest rate  on  the
          plans overall is less than  1.0%. The Company classifies  amounts
          outstanding  under  the  floor  plan  arrangements  as   accounts
          payable.
<PAGE>

          The Company's  $25.0  million  bank  revolving  credit  agreement
          ( "Credit Facility" ) , which  expired  on  April  30, 1997,  was
          replaced by a  temporary $10 million  note with  interest at  1.0
          percentage point below the  bank's prime rate.  At July 5,  1997,
          the amount outstanding, which included $6.3 million of overdrafts
          in accounts at Star Bank, was  $12.3 million at an interest  rate
          of 7.5%.  The overdrafts  were  subsequently funded  through  the
          normal course of  business. The Company  expects to complete  its
          negotiations for an amendment of  the Credit Facility during  the
          third quarter of  fiscal 1997. The  amended Credit Facility  will
          permit the Company to borrow up to $15.0 million and will  expire
          one year  from its  effective date.  The Company  has elected  to
          reduce the amended Credit Facility in order to eliminate the fees
          charged for  unused  portions of  the  credit line.  The  amended
          Credit Facility will carry a variable interest rate based on  (i)
          Star Bank's  prime rate  less an  incentive pricing  spread  (the
          "Incentive Pricing Spread" )  based  on  certain financial ratios
          of the Company or (ii) LIBOR  plus the Incentive Pricing  Spread,
          at the Company's election. The  Incentive Pricing Spread will  be
          adjusted  quarterly.  The   amended  Credit   Facility  will   be
          collateralized by substantially all of the assets of the Company,
          except those assets  that collateralize  certain other  financing
          arrangements. Under the terms of the amended Credit Facility, the
          Company will be subject to various financial covenants.

          At the beginning of the third quarter of 1997, the Company  hired
          a president for Pomeroy Computer Leasing Company, Inc. ( "PCL" ),
          a wholly-owned  subsidiary  of  the  Company,  in  an  effort  to
          increase its  leasing  business.  Through PCL,  the  Company  can
          directly  provide  its   customers  with  leasing   alternatives.
          Although the  Company  has  not completed  projections  for  PCL,
          management expects  that  the  leasing  operations  of  PCL  will
          increase in  the  third and  fourth  quarters of  1997  over  the
          relatively minimal levels of leasing activity to date.  Increased
          leasing operations could impact  one or more  of total net  sales
          and revenues, gross margin,  operating income, net income,  total
          debt and liquidity, depending on  the amount of leasing  activity
          and the types of leasing transactions. However, the impact of any
          increased leasing  operations  for the  balance  of 1997  is  not
          expected to be material.

          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  12
          months.
<PAGE>

                              PART II - OTHER INFORMATION
          Items 1 to 3 None
          Item 4. Submission of Matters to a Vote of Security Holders
                  ___________________________________________________

               On June 25, 1997 the Company held its annual meeting of
               stockholders for the following purposes:

                 1. To elect six directors;

                 2. To amend Article Fourth of the Certificate of
                   Incorporation of the Company to increase the number of
                   authorized shares of common stock, $0.01 par value, from
                   10,000,000 to 15,000,000 and;

                 3. To approve an increase in the number of shares of
                   common stock reserved for issuance under the Company's
                   1992 Outside Directors' Stock Option Plan from 123,750
                   shares to 175,000 shares.

               The voting on the above matters by the stockholders was as
               follows:
                          Matter                For         Withheld
                          ______                ___         ________
               Election of Directors:
               ______________________
               David B. Pomeroy              6,901,015      25,349
               Edwin S. Weinstein            6,902,477      23,887
               Michael E. Rohrkemper         6,903,327      23,037
               James H. Smith                6,901,409      24,955
               David W. Rosenthal            6,902,527      23,837
               Kenneth R. Waters             6,902,762      23,602


                                                For         Withheld
                                                ___         ________
               Amend Article Fourth of the
               Certificate of
               Incorporation of the
               Company to increase the
               number of authorized shares  
               of common stock, $0.01 par
               value, from 10,000,000 to
               15,000,000                    6,780,636      125,206     

               Approve an increase in the
               number of shares of common
               stock reserved for issuance
               under the Company's 1992
               Outside Directors' Stock     
               Option Plan from 123,750
               shares to 175,000 shares      6,160,026      745,604



          Item 5 None
<PAGE>

          Item 6 Exhibits
                                                        Filed Herewith
                                                        (page #) or
                                                        Incorporated
          Exhibit                                       by Reference to:
          _______                                       ________________
          10(i)                Material Contracts
                    (a)(24)    Promissory Note dated    E-1 to E-2
                               April 30, 1997 by and
                               among Star Bank, N.A.,
                               the Company, Pomeroy
                               Computer Leasing
                               Company, Inc. and Xenas
                               Communications Corp.

                     (t)(1)    Asset Purchase           E-3 to E-63
                               Agreement among the      
                               Company and Magic Box,
                               Inc. dated June 26,
                               1997

                     (t)(2)    Employment Agreement     E-64 to E-75
                               between the Company and  
                               Israel Fintz, dated
                               June 26, 1997

                     (t)(3)    Incentive Deferred       E-76 to E-78
                               Compensation Agreement   
                               between the Company and
                               Israel Fintz, dated
                               June 26, 1997

                     (t)(4)    Employment Agreement     E-79 to E-90
                               between the Company and
                               Allison Sokol, dated
                               June 26, 1997

                     (t)(5)    Incentive Deferred       E-91 to E-93
                               Compensation Agreement
                               between the Company and
                               Allison Sokol, dated
                               June 26, 1997

                     (t)(6)    Power of Attorney given  E-94 to E-96
                               to the Company by Magic
                               Box, Inc. for the
                               collection of Accounts
                               Receivable, dated June
                               26, 1997

                     (t)(7)    Agreement for the        E-97 to E-100
                               Assumption of
                               Liabilities between the
                               Company and Magic Box,
                               Inc.

                     (t)(8)    Subordination Agreement  E-101 to E-118 
                               by and among the
                               Company, Magic Box,
                               Inc. and Star Bank,
                               N.A., dated June 26,
                               1997

                     (t)(9)    Subordinated Promissory  E-119 to E-123
                               Note between the
                               Company and Israel
                               Fintz, dated June 26,
                               1997

                    (t)(10)    Subordinated Promissory  E-124 to E-128
                               Note between the
                               Company and Allison
                               Sokol, dated June 26,
                               1997

                    (t)(11)    Subordinated Promissory  E-129 to E-133
                               Note between the
                               Company and Marvin
                               Rosen, dated June 26,
                               1997

                    (t)(12)    Subordinated Promissory  E-134 to E-138
                               Note between the
                               Company and M. Ronald
                               Krongold, dated June
                               26, 1997

                    (t)(13)    General Bill of Sale     E-139 to E-141
                               between the Company and
                               Magic Box, Inc., dated
                               June 26, 1997

                    (t)(14)    Non Compete Agreement    E-142 to E146
                               between the Company and
                               Israel Fintz, dated
                               June 26, 1997

                    (t)(15)    Non Compete Agreement    E-147 to E-151
                               between the Company and
                               Allison Sokol, dated
                               June 26, 1997

                    (t)(16)    Non Compete Agreement    E-152 to E-155
                               between the Company and
                               Marvin Rosen, dated
                               June 26, 1997
                    (t)(17)    Non Compete Agreement    E-156 to E-159
                               between the Company and
                               M. Ronald Krongold,
                               dated June 26, 1997

                    (t)(18)    Non Compete Agreement    E-160 to E-164
                               between the Company and
                               Magic Box, Inc., dated
                               June 26, 1997

                     (v)(1)    Promissory Note dated    E-165 to E-169
                               May 30, 1997 by and
                               among Star Bank, N.A.,
                               the Company and Pomeroy
                               Computer Leasing
                               Company, Inc.

          10(iii)    (c)(1)    Employment Agreement     E-170 to E-194
                               between the Company and
                               Victor Eilau dated July
                               6, 1997

                     (c)(2)    Performance Share Right  E-195 to E-202
                               Agreement between the
                               Company and Victor
                               Eilau dated July 6,
                               1997

          11                   Computation of Per
                               Share Earnings

          27                   Financial Data Schedule

<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 COMPUTER RESOURCES, INC.
                                        ________________________________
                                                    (Registrant)




            Date: August 11, 1997       By: /s/ Edwin S. Weinstein
                                        __________________________
                                        Edwin S. Weinstein,
                                        Vice President of Finance and
                                        Principal Financial and
                                        Accounting Officer
<PAGE>