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 October 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 November
          7, 1997 was 11,363,758.
<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 October 5, 1997

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

                                        Consolidated Statements of    5
                                        Income for the Nine Months
                                        Ended October 5, 1996 and
                                        1997

                                        Consolidated Statements of    6
                                        Cash Flows for the Nine
                                        Months Ended October 5, 
                                        1996 and 1997

                                        Notes to Consolidated         7
                                        Financial Statements

                      Item 2.           Management's Discussion      10
                                        and Analysis of Financial
                                        Condition and Results of
                                        Operations

          Part II.    Other Information                               13

          SIGNATURE                                                   15

<PAGE>
<TABLE>   
                            POMEROY COMPUTER RESOURCES, INC.
                              CONSOLIDATED BALANCE SHEETS
                                      ( In thousands)
<CAPTION>                                              January 5,  October 5,
                                                         1997         1997
                                                      __________  _________
       ASSETS
       <S>                                            <C>         <C>
       Current assets:
          Cash                                        $   6,809   $     54

          Accounts and note receivable, 
          less allowance of $509 and $719 at January 
          5 and October 5, 1997, respectively            68,094      89,881
          Inventories                                    23,426      42,560
          Other                                             739       1,065
                                                      _________   _________
                 Total current assets                    99,068     133,560
                                                      _________   _________ 

       Equipment and leasehold improvements              13,076      16,052
       Less accumulated depreciation                      3,864       6,018
                                                      _________   _________  
             Net equipment and leasehold improvements     9,212      10,034

       Other assets                                      13,100      16,294
                                                      _________   _________  
                 Total assets                         $ 121,380   $ 159,888
                                                      =========   =========

       LIABILITIES AND EQUITY

       Current liabilities:
          Notes payable                               $     907   $   1,417
          Accounts payable                               40,343      42,337
          Bank notes payable                             24,146      21,077
          Other current liabilities                       6,469      10,203
                                                      _________   _________  
                 Total current liabilities               71,865      75,034

       Notes payable                                      2,189       2,446
       Deferred income taxes                                733         384

       Equity:
          Preferred stock ( no shares 
          issued or outstanding)
          Common stock ( 9,692 and 11,322 shares 
          issued and outstanding at January 5 
          and October 5, 1997, respectively)                 65         113
          Paid-in capital                                34,402      58,318
          Retained earnings                              12,330      23,797
                                                      _________   _________  
                                                         46,797      82,228

          Less treasury stock, at cost 
          (21 shares at January 5
          and October 5, 1997, respectively)                204         204
                                                      _________   _________  
                 Total equity                            46,593      82,024
                                                      _________   _________  
                 Total liabilities and equity         $ 121,380   $ 159,888
                                                      =========   =========
<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
                                                  _________________________  
                                                  October 5,     October 5,
                                                     1996           1997
                                                  __________     __________
          <S>                                     <C>            <C>
          Net sales and revenues                  $   92,975     $  130,729
          Cost of sales and service                   78,308        109,196
                                                  __________     __________
                    Gross profit                      14,667         21,533
                                                  __________     __________
          Operating expenses:
             Selling, general and administrative       8,717         12,841
             Rent expense                                385            486
             Depreciation                                518            702
             Amortization                                156            271
                                                  __________     __________
                    Total operating expenses           9,776         14,300
                                                  __________     __________

          Income from operations                       4,891          7,233

          Interest expense                               500            182
          Other expense (income)                         (16)           (42)
          Income before income tax                     4,407          7,093

          Income tax expense                           1,788          2,553
                                                  __________     __________
          Net income                              $    2,619     $    4,540
                                                  ==========     ==========

          Weighted average shares outstanding:
               Primary                                 9,712         11,617
               Fully diluted                           9,825         11,702

          Net income per common share:
               Primary                            $     0.27     $     0.39
               Fully diluted                      $     0.27     $     0.39
<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>
                                                        Nine Months Ended
                                                   October 5,     October 5,
                                                     1996           1997
                                                  __________     __________
          <S>                                     <C>            <C>
          Net sales and revenues                  $  234,035     $  349,313
          Cost of sales and service                  196,922        291,741
                                                  __________     __________
                    Gross profit                      37,113         57,572
                                                  __________     __________

          Operating expenses:
             Selling, general and administrative      23,297         34,613
             Rent expense                              1,016          1,405
             Depreciation                              1,278          2,205
             Amortization                                425            706
                                                  __________     __________
                    Total operating expenses          26,016         38,929
                                                  __________     __________

          Income from operations                      11,097         18,643

          Interest expense                             1,594            648
          Litigation settlement and related costs      4,392              -
          Other expense (income)                        (133)            79
                                                  __________     __________
          Income before income tax                     5,244         17,916

          Income tax expense                           2,127          6,449
                                                  __________     __________
          Net income                              $    3,117     $   11,467
                                                  ==========     ==========

          Weighted average shares outstanding:
               Primary                                 7,477         11,266
               Fully diluted                           7,629         11,382

          Net income per common share:
               Primary                            $     0.42     $     1.02
               Fully diluted                      $     0.41     $     1.01
<FN>
                              See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                        POMEROY COMPUTER RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 ( In thousands )
<CAPTION>
                                                          Nine Months Ended
                                                      October 5,     October 5,
                                                         1996           1997
                                                      __________     __________
          <S>                                         <C>            <C>
          Net cash flows used in operating activities $  (4,849)     $ (21,995)
                                                      __________     __________
          Cash flows used in investing activities:
             Capital expenditures                        (1,788)        (1,790)
             Acquisition of resellers                    (4,528)        (2,990)
                                                      __________     __________
          Net investing activities                       (6,316)        (4,780)
                                                      __________     __________

          Cash flows provided by (used in) 
           financing activities:
             Net payments on bank note                   (1,146)        (3,070)
             Payments of notes payable                   (3,982)          (492)
             Net proceeds of stock offering              17,924         23,262
             Retirement of stock warrants                  (330)             0
             Proceeds from exercise of stock options      1,271            320
                                                      __________     __________
          Net financing activities                       13,737         20,020
                                                      __________     __________

          Increase (decrease) in cash                     2,572         (6,755)

          Cash:
             Beginning of period                            596          6,809
                                                      __________     __________
             End of period                            $   3,168      $      54

<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 nine-
            month  period  ended  October  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 an amended Credit Facility  permitting the Company
            to borrow up to  $15.0 million, expiring on  June 30,1998. The
            amended Credit Facility carries 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
            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 amended Credit
            Facility, the  Company will  be subject  to various  financial
            covenants. At October 5, 1997, the  outstanding balance, which
            included $12.8 million of overdrafts on the Company's books in
            accounts at Star Bank,  was $21.1 million at  an interest rate
            of 7.5%. The overdrafts  were subsequently funded  through the
            normal course of business.

          3.Supplemental Cash Flow Disclosures

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

<PAGE>

                (In thousands)                      Nine Months Ended
                                                _________________________
                                                October 5,     October 5,
                                                   1996           1997
                                                ___________    __________
                Interest paid                   $    1,565     $     721
                                                ===========    ==========   
                Income taxes paid               $      688     $   5,023
                                                ===========    ==========
                                                               
                Business combination accounted 
                for as  purchase:
                Assets aquired                  $   14,830     $   5,901
                Liabilities assumed                 (6,395)       (1,246)
                Note payable                        (2,700)       (1,343)
                Stock issued                        (1,275)         (322)
                                                ___________    __________
                Net cash paid                   $    4,460     $   2,990
                                                ===========    ==========
                                                                        
                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 $1.01 and  $1.00 , respectively, for  the first nine
            months  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.

            On  September  8,  1997,  the  Company's  Board  of  Directors
            authorized a three-for-two stock split in the  form of a stock
            dividend payable October  6, 1997,  to shareholders  of record
            September 22,  1997. The  split resulted  in  the issuance  of
            3,767,056 new shares of Common Stock. The  stated par value of
            each share was not changed from $0.01. A total of $38 thousand
            was reclassified from the Company's additional paid in capital
            account to  the Company's  common stock  account. Accordingly,
            net  income   per  common   share,  weighted   average  shares
            outstanding  and  stock  option  plan  information  have  been
            restated to reflect the stock split.

          5.Income Taxes

            The Company's  effective  tax  rate  was  36.0% in  the  third
            quarter and first nine months of 1997 compared to 40.6% in the
            third quarter and first nine months 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. 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 of  the two  acquisitions consisted  of $3.0  million in
            cash, $1.2 million of assumed liabilities  and $1.3 million of
            subordinated notes. The Micro Care acquisition included 12,002
            unregistered shares  of   the Company's  common stock  with an
            approximate  value   of   $0.3   million.  Interest   on   the
            subordinated notes, which is  calculated at the prime  rate as
            of the dates of closing, is payable quarterly and principal is
            payable in  two equal  annual installments  for Magic  Box and
            three equal annual installments for Micro Care.

            These  acquisitions   were   accounted   for   as   purchases,
            accordingly the  purchase price  was allocated  to assets  and
      
<PAGE>
            liabilities based on their estimated values as of the dates of
            acquisition. The  results  of  Magic  Box's and  Micro  Care's
            operations were  included  in  the consolidated  statement  of
            income from the dates of acquisition. Had  Magic Box and Micro
            Care been acquired at  the beginning of fiscal  1996, the pro-
            forma inclusion of their operating results  would not have had
            a significant effect on  the reported consolidated  net income
            for  the  nine  months   ended  October  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 October 20, 1997, a wholly owned subsidiary of  the Company
            acquired all the assets and liabilities of  The Computer Store
            Inc., a Columbia, S.C.-based network integrator.  The purchase
            price  consisted  of   $0.7  million   in  cash,   and  24,851
            unregistered shares  of  the Company's  common  stock with  an
            approximate value  of $0.7  million. The  acquisition will  be
            accounted for as  a purchase,  accordingly the  purchase price
            will be allocated to the assets and liabilities based on their
            estimated value as of the date of  acquisition. The results of
            The Computer  Store's  operations  will  be  included  in  the
            consolidated statement of income from the date of acquisition.

            During the third quarter of 1997 the  Company changed the name
            of its wholly owned  subsidiary from Pomeroy  Computer Leasing
            Company, Inc.  to Technology  Integration Financial  Services,
            Inc. ( "TIFS" ). On November  5, 1997,  TIFS executed  a $20.0
            million collateral  based recourse  loan  facility ( "Resource
            Facility" ) with The  Fifth Third  Bank of  Northern Kentucky,
            Inc. ( "Fifth Third" ) The loan,  which is  guaranteed by  the
            Company, will be used to fund  all lease transactions financed

<PAGE>

            on a recourse  basis and  will expire  on October  1,1998. The
            Recourse Facility will carry a variable interest rate based on
            (I) Fifth Third's prime rate less  an incentive pricing spread
            (the "Incentive Pricing Spread" )  or (ii) Treasury notes plus
            the Incentive Pricing Spread, at the Company's election.


<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"  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.




                          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 $37.7 million, or 40.5%, to $130.7 million in the third
          quarter of 1997 from $93.0 million in the third quarter of  1996.
          This increase was attributable to acquisitions completed in  1996
          and 1997 and an increase in sales to existing and new  customers.
          Excluding acquisitions  completed in  1996  and 1997,  total  net
          sales and  revenues  increased  31.1%.  Sales  of  equipment  and
          supplies increased $31.0 million, or 36.1%, to $116.8 million  in
          the third quarter of 1997 from $85.8 million in the third quarter
          of 1996. Excluding acquisitions completed in 1996 and 1997, sales
          of equipment  and  supplies  increased  27.5%.  Service  revenues
          increased $6.8 million, or 94.4%, to  $14.0 million in the  third
          quarter of 1997 from $7.2 million  in the third quarter of  1996.
          Excluding  acquisitions  completed  in  1996  and  1997,  service
          revenues increased 73.3%.

          Total net sales and revenues increased $115.3 million, or  49.3%,
          to $349.3 million in  the first nine months  of 1997 from  $234.0
          million in the first nine months of 1996. On a comparable  basis,
          as described above, total net sales and revenues increased 35.9%.
          Sales of  equipment  and  supplies increased  $99.5  million,  or
          46.5%, to $313.6 million  in the first nine  months of 1997  from
          $214.1 million in the first nine months of 1996. On a  comparable
          basis, as  described  above,  sales  of  equipment  and  supplies
          increased 33.5%.  Service  and  other  revenues  increased  $15.8

<PAGE>

          million, or 79.4%, to $35.7 million  in the first nine months  of
          1997 from $19.9 million  in the first nine  months of 1996. On  a
          comparable basis, as described above, service and other  revenues
          increased 59.9%.

          GROSS MARGIN. Gross  margin was 16.5  % in the  third quarter  of
          1997 compared  to  15.8%  in the  third  quarter  of  1996.  This
          increase in the third quarter  of 1997 is primarily  attributable
          to an  increase  in  the percentage  of  service  revenues  as  a
          percentage of  total net  sales.  Service revenues  increased  to
          10.7% of total net sales in the third quarter of 1997 compared to
          7.7% of total  net sales in  the third quarter  of 1996.  Factors
          that may have an impact on  this trend in the future 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 nine
          months of 1997  compared to  15.9% in  the first  nine months  of
          1996. This increase is attributed to  the increase in the  volume
          of higher-margin service  revenues, which more  than offsets  the
          decrease in hardware  gross margins and  the growth in  equipment
          sales.

          OPERATING EXPENSES. Selling, general and administrative  expenses
          (including rent expense) expressed as  a percentage of total  net
          sales and revenues increased  to 10.2% for  the third quarter  of
          1997 from 9.8%  in the third  quarter of 1996.  This increase  is
          primarily attributable to hiring technical  staff as part of  the
          overall strategy  of the  Company to  increase service  revenues.
          Selling, general  and  administrative  expenses  (including  rent
          expense) expressed  as  a  percentage  of  total  net  sales  and
          revenues decreased to 10.3% in the  first nine months of 1997  as
          compared to  10.4%  in  the first  nine  months  of  1996.  Total
          operating expenses expressed as a  percentage of total net  sales
          and revenues increased to  10.9% in the  third quarter 1997  from
          10.5% in  the third  quarter of  1996 due  to the  reasons  noted
          above. Total operating expenses for the first nine months of 1997
          and 1996 remained the same at 11.1% as a percentage to total  net
          sales and revenues.

          INCOME FROM  OPERATIONS. Income  from operations  increased  $2.3
          million, or 46.9%, to $7.2 million  in the third quarter of  1997
          from $4.9 million  in the third  quarter of  1996. The  Company's
          operating margin increased to 5.5% in  the third quarter of  1997
          as compared to 5.3% in 1996 as the increase in gross margin  more
          than offset the increase  in operating expenses  as a percent  of
          total net sales and revenues.

          Income from operations increased $7.5 million, or 67.6%, to $18.6
          million in the first  nine months of 1997  from $11.1 million  in
          the first nine months of 1996. Operating margin increased to 5.3%
          in the first nine months of 1997 as compared to 4.7% in 1996  due
          to   the  increase  in gross  margin  and  the  stable  operating
          expenses as a percent of net sales and revenues.

<PAGE>

          INTEREST EXPENSE.  Interest expense  was  $0.2 million  and  $0.6
          million in  the  third quarter  and  first nine  months  of  1997
          compared with $0.5 million  and $1.6 million in the third quarter
          and first nine months of 1996. This decrease in the third quarter
          and first nine months 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
          third quarter and first nine months of 1997 compared to 40.6%  in
          the third quarter and first nine  months 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 $1.9 million, or 73.1%, to  $4.5
          million in the  third quarter of  1997 from $2.6  million in  the
          third quarter of 1996. This increase was a result of the  factors
          described previously.  Net income,  excluding the  impact of  the
          Vanstar settlement  in fiscal  1996, increased  $5.8 million,  or
          101.8%, to $11.5 million  in the first nine  months of 1997  from
          $5.7 million in the first nine months of 1996. This increase  was
          a result of the factors described previously.

                           LIQUIDITY AND CAPITAL RESOURCES

          Cash used in operating activities was $22.0 million in the  first
          nine months of 1997. Cash  used in investing activities  included
          $3.0 million  for  acquisitions  and  $1.8  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 $3.1 million  of net repayments on  bank
          notes payable and  $0.5 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 October 5,  1997,
          these lines  of credit  totaled  $47.0 million,  including  $12.0
          million with IBM Credit  Corporation ( "ICC" ) and $35.0  million
          with Deutsche  Financial  Services ( "DFS"  ). ICC  and  DFS have
          increased the total line  by $37.0 million  on a temporary  basis
          for the  fourth  quarter. 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 annual interest rate  on  
          the plans overall is  less than  1.0%.  The   Company  classifies
          amounts  outstanding   under  the  floor   plan  arrangements  as 
          accounts payable.

          The Company's  $25.0  million  bank  revolving  credit  agreement
          ( "Credit Facility"  ), which  expired  on  April  30, 1997,  was
                               
<PAGE>

          replaced by a  temporary $10 million  note with  interest at  1.0
          percentage point below  the bank's prime  rate. During the  third
          quarter an amended loan agreement, effective April 30, 1997,  for
          $15 million  was  completed.  At  October  5,  1997,  the  amount
          outstanding, which included  $12.8 million of  overdrafts on  the
          Company's books in accounts at Star Bank, was $21.1 million at an
          interest rate of  7.5%. The overdrafts  were subsequently  funded
          through  the  normal  course  of  business.  The  amended  Credit
          Facility permits the Company  to borrow up  to $15.0 million  and
          will expire  June 30,  1998. The  Company 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 carries  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  is
          adjusted   quarterly.    The   amended  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 amended Credit Facility, the
          Company is subject to various financial covenants.

          At the beginning of the third quarter of 1997, the Company  hired
          a president for Technology  Integration Financial Services,  Inc.
          ( "TIFS" ), a  wholly-owned  subsidiary  of  the  Company  (f/k/a
          Pomeroy Computer Leasing Company, Inc.), in an effort to increase
          its leasing  business. Through  TIFS,  the Company  can  directly
          provide  its  customers  with  leasing  alternatives.  Management
          expects that the leasing operations of TIFS will increase in  the
          fourth quarter  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. On  November 5,  1997, TIFS  executed a  $20.0  million
          collateral based recourse  loan facility  ( "Recourse Facility" )
          with The Fifth  Third Bank  of Northern  Kentucky, Inc.  ( "Fifth
          Third" ). The loan, which is  guaranteed by the Company,  will be
          used to fund all lease transactions financed on a recourse  basis
          and will expire on October 1, 1998. . The Recourse Facility  will
          carry a variable interest rate based  on (i) Fifth Third's  prime
          rate less an  incentive pricing  spread (the  " Incentive Pricing
          Spread" ) or  (ii)  Treasury  notes plus  the  Incentive  Pricing
          Spread, at the Company's election.

          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>                                      OTHER

          The Company's single largest customer is Columbia/HCA  Healthcare
          Corp. ( "CHCA" ). Sales to CHCA represented 13% and  12% of total
          net sales  and revenues  for the  third quarter  1997 and  fiscal
          1996, respectively. Total sales to CHCA could decline as a result
          of the impact on CHCA of  an on-going federal investigation.  The
          significant growth that CHCA has experienced may not continue and
          it has been  reported that CHCA  is considering  whether to  sell
          some of  its  divisions or  hospitals.  CHCA has  also  issued  a
          Request For  Proposal  ( "RFP"  ) for  the  future  provision  of
          computer equipment. It is not known when CHCA will make an  award
          under the RFP or who will be the provider of the equipment.

          The Company began  addressing the Year  2000 Compliance issue  in
          1996. Working with our software technology providers, the Company
          believes  that  it  has  and   will  continue  to  identify   the
          appropriate steps to be  Year 2000 Compliant   before the end  of
          the millennium. In addition, the Company requires that all future
          software technology  providers are  taking adequate  steps to  be
          Year 2000 Compliant.

<PAGE>

                              PART II - OTHER INFORMATION
                              PART II - OTHER INFORMATION
          Items 1 to 5 None

          Item 6(a) Exhibits
                                                        Filed Herewith
                                                        (page #) or
                                                        Incorporated
          Exhibit                                       by Reference to: 
          _______                                       ________________
          10(i)                Material Contracts

                     (w)(1)    Non Compete Agreement    E-1 to E-4
                               between the Company and
                               Microcare Computer
                               Services, Inc., dated
                               July 24, 1997

                     (w)(2)    Non Compete Agreement    E-5 to E-8
                               between the Company and
                               Microcare, Inc., dated
                               July 24, 1997

                     (w)(3)    Assignment and           E-9 to E-
                               Assumption Agreement     10
                               between the Company,
                               and Microcare Computer
                               Services, Inc., and
                               Microcare Inc.,dated
                               July 24, 1997

                     (w)(4)    Assumtpion of            E-11 to E-
                               Liabilities Agreement    14
                               between the Company,
                               and Microcare Computer
                               Services, Inc., and
                               Microcare Inc.,dated
                               July 24, 1997

                     (w)(5)    Non Compete Agreement    E-15 to E-
                               between the Company,     17
                               and Robert L.
                               Versprille, dated July
                               24, 1997

                     (w)(6)    Consent for Use of       E-18
                               Similar Name by between
                               between the Company and
                               Microcare, Inc., dated
                               July 24, 1997

<PAGE>

                     (w)(7)    Subordination Agreement  E-19 to E-
                               between the Company,     32
                               and Microcare Computer
                               Services, Inc., and
                               Star Bank, N.A., dated
                               July 24, 1997

                     (w)(8)    Subordinated Promissory  E-33 to E-
                               Note between the         35
                               Company and Microcare
                               Computer Services,
                               Inc., dated July 24,
                               1997

                     (w)(9)    Registration Rights      E-36 to E-
                               Agreement between the    38
                               Company and Microcare
                               Computer Services,
                               Inc., dated July 24,
                               1997

                    (w)(10)    General Bill of Sale     E-39 to E-
                               and Assignment between   40
                               the Company and
                               Microcare Computer
                               Services, Inc., dated
                               July 24, 1997

                    (w)(11)    General Bill of Sale     E-41 to E-
                               and Assignment between   42
                               the Company and
                               Microcare, Inc., dated
                               June 24, 1997

                    (w)(12)    Asset Purchase           E-43 to E-
                               Agreement between the    79
                               Company, and  Microcare
                               Computer Services,
                               Inc., Microcare Inc.,
                               and Robert L.
                               Versprille dated July
                               24, 1997

                    (w)(13)    Employeement Agreement   E-80 to E-
                               between the Company and  86
                               Robert L. Versprille,
                               dated July 24, 1997

          11                   Computation of Per       E-87
                               Share Earnings

          27                   Financial Data Schedule  E-88

          Item 6(a)  None         

<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: November 10, 1997     By: /s/ Edwin S. Weinstein
                                        Edwin S. Weinstein,
                                        Vice President of Finance and
                                        Principal Financial and
                                        Accounting Officer

<PAGE>