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, 1996

                                         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                  (I.R.S. Employer 
           incorporation Employer                      Identification No.)
            or organization)                            

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

                                   (606) 282-7111
                (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
          6, 1996 was 6,419,546.
        
<PAGE>
                          POMEROY COMPUTER RESOURCES, INC.   
                                  TABLE OF CONTENTS

          Part I.     Financial Information

                      Item 1.           Financial Statements:        Page      
                                                                     ____
  
                                        Consolidated Balance          3
                                        Sheets as of  October 5,
                                        1996 and January 5, 1996
  
                                        Consolidated Statements of    4
                                        Income for the Quarters
                                        Ended October 5, 1996 and
                                        1995
  
                                        Consolidated Statements of    5
                                        Income for the Nine Months
                                        Ended October 5, 1996 and
                                        1995.
  
                                        Consolidated Statements of    6
                                        Cash Flows for the Nine
                                        Months Ended October 5,
                                        1996 and 1995
  
                                        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                               11
          
          SIGNATURE                                                   12

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

                               CONSOLIDATED BALANCE SHEETS
                    ( In thousands, except share and per share amounts )
<CAPTION>
                                                         January 5,   October 5,
                                                           1996          1996
                                                         __________   _________
     <S>                                                     <C>          <C>
     ASSETS
       Current assets:
          Cash                                                $596      $3,168
          Accounts and note receivable, less
            allowance of $411 and $487 at January 5,
            and October 5, 1996, respectively               34,320      61,551
          Inventories                                       18,987      22,012
          Other                                                487         736
                                                           _______    ________ 
                           Total current assets             54,390      87,467
                                                           _______    ________ 
  

     Equipment and leasehold improvements                    6,559      10,734
       Less accumulated depreciation                         1,968       3,229
                                                           _______    ________ 
             Net equipment and leasehold improvements        4,591       7,505

       Other assets                                          5,004      10,668
                                                           _______    ________
                           Total assets                    $63,985    $105,640
                                                           _______    ________ 
       LIABILITIES AND EQUITY
       Current liabilities:
          Notes payable                                       $409        $606
          Accounts payable                                  21,644      36,474
          Bank notes payable                                16,877      16,581
          Other current liabilities                          5,120       7,131
                                                           _______    ________
                           Total current liabilities        44,050      60,792

       Notes payable                                           100       1,524
       Deferred income taxes                                   635         627

       Equity:
          Preferred stock (no shares issued
             or outstanding)
          Common stock (2,625,917 and 6,397,346 
             shares issued and outstanding at January 5 
             and October 5, 1996, respectively                  26          64
          Paid-in capital                                   13,280      33,622
          Retained earnings                                  6,098       9,215
                                                           _______    ________
                                                            19,404      42,901
          Less treasury stock, at cost (20,900 
            shares at January 5 and 
            October 5, 1996, respectively)                     204         204
                                                           _______    ________
                           Total equity                     19,200      42,697
                                                           _______    ________
                           Total liabilities and equity    $63,985    $105,640
                                                           _______    ________
<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,
                                                           1995           1996
                                                         __________   __________
          <S>                                                <C>           <C>
          Net sales and revenues                           $64,982       $92,975
          Cost of sales and service                         56,217        78,308
                                                           _______       _______
                    Gross profit                             8,765        14,667

          Operating expenses:
             Selling, general and administrative             5,964         8,717
             Rent expense                                      221           385
             Depreciation                                      189           518
             Amortization                                       59           156
                                                           _______       _______
                    Total operating expenses                 6,433         9,776
                                                           _______       _______

          Income from operations                             2,332         4,891

          Interest expense                                     512           500
          Other income                                           6            16
                                                           _______       _______
          Income before income tax                           1,826         4,407

          Income tax expense                                   738         1,788
                                                           _______       _______
          Net income                                        $1,088        $2,619
                                                           _______       _______

          Weighted average shares outstanding:
               Primary                                       4,121         6,475
               Fully Diluted                                 4,121         6,550

          Net income per common share:
               Primary                                       $0.26         $0.40
               Fully Diluted                                 $0.26         $0.40
<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,
                                                           1995          1996
                                                         __________   __________
          <S>                                               <C>           <C>
          Net sales and revenues                          $171,458      $234,035
          Cost of sales and service                        147,059       196,922
                                                          ________      ________
                    Gross profit                            24,399        37,113

          Operating expenses:
             Selling, general and administrative            16,466        23,297
             Rent expense                                      665         1,016
             Depreciation                                      509         1,278
             Amortization                                      164           425
                                                          ________      ________
                    Total operating expenses                17,804        26,016
                                                          ________      ________

          Income from operations                             6,595        11,097

          Interest expense                                   1,507         1,594

          Litigation settlement and related costs                -         4,392
          Other income                                          34           133
                                                          ________      ________
          Income before income tax                           5,122         5,244

          Income tax expense                                 2,074         2,127
                                                          ________      ________
          Net income                                        $3,048        $3,117
                                                          ________      ________

          Weighted average shares outstanding:
               Primary                                       3,972         4,985
               Fully Diluted                                 4,019         5,086

          Net income per common share:
               Primary                                       $0.77         $0.63
               Fully Diluted                                 $0.76         $0.61
<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,
                                                                  1995         1996
                                                               __________   _________
          <S>                                                     <C>        <C>

          Net cash flows used in operating activities             ($812)     ($4,849)
                                                                 _______     ________


          Cash flows used in investing activities:
             Capital expenditures                                  (744)      (1,788)
             Acquisition of resellers                               (75)      (4,528)
             Payment for covenant not to compete                   (143)           -
             Other                                                  (19)           -
                                                                 _______     ________ 
          Net investing activities                                 (981)      (6,316)
                                                                 _______     ________

          Cash flows provided by (used in) financing activities:
             Net payments on bank note                              915       (1,146)
             Payments of notes payable                             (214)      (3,982)
             Net proceeds of stock offering                           _       17,924
             Retirement of stock warrants                             _         (330)
             Proceeds from exercise of stock options              1,332        1,271
                                                                 ______      _______
          Net financing activities                                2,033       13,737
                                                                 ______      _______

          Increase in cash                                          240        2,572
          Cash:
             Beginning of period                                     74          596
                                                                 ______      _______
             End of period                                         $314       $3,168
                                                                 ______      _______
</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, 1996.  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,  1996  are  not  necessarily
            indicative of  the results  that may  be  expected for  future
            interim periods or for the year ending January 5, 1997.

        2.  Borrowing Arrangements

            The Company  amended its  bank revolving  credit agreement  on
            June 27,  1996.  This change  increased  the  maximum line  of
            credit to $25.0 million.  At October 5, 1996,  the outstanding
            balance was $16.6 million. The interest rate charged will vary
            based on the prime rate of the bank  or the Company's election
            to use  the  LIBOR  rate.  The  rate  used  will  be  adjusted
            quarterly based on  attaining certain financial  covenants. At
            October 5, 1996, the interest rate charged was 7.5%. This rate
            will be  7.5% during the fourth quarter of 1996.

        3.  Supplemental Cash Flow Disclosures
<TABLE>
            Supplemental disclosures with respect to cash flow information
            and non-cash investing and financing activities are as follows:
<CAPTION>
                (In thousands)                         Nine Months Ended
                                               _________________________________ 
                                               October 5, 1995   October 5, 1996
                                               _______________   _______________
                <S>                                 <C>                 <C>
                Interest paid                     $1,495               $1,565
                                                  ______               ______                    
                Income taxes paid                 $2,085               $  688
                                                  ______               ______                   
   
                Business combinations accounted for
                as purchase:
                
                Assets acquired                                      $ 15,298
                Liabilities assumed                                    (6,395)
                Note payable                                           (2,900)
                Stock issued                                           (1,475)
                                                                     ________
                Net cash paid                                        $  4,528
                                                                     ________                    

</TABLE>
        4.  Legal Proceeding

            On April  29,  1996,  the Company  and  David  B. Pomeroy  and
            Catherine Pomeroy  (collectively Pomeroy) entered  into  a   
            Settlement Agreement (the Agreement) with Vanstar Corporation
            (Vanstar), Merisel, Inc. and Merisel FAB, Inc. Vanstar (f/k/a 
            ComputerLand) was the Company's franchisor from
<PAGE>

            1981 to 1993, when the Company changed from  a franchisee to a
            Datago   purchaser.    In  December  1994,  Vanstar  filed  a    
            complaint against the Company alleging that the Company failed
            to comply with the terms of the Datago  Agreement.  In January
            1995, the  Company  filed  a cross-complaint  against  Vanstar
            alleging numerous  breaches  of  the  Datago  Agreement.    In
            September 1995, Vanstar amended  its complaint to  add Pomeroy
            as co- defendants  because they  had guaranteed  the Company's
            obligations under the  Agreement.   The Agreement  settles any
            and all claims between  Vanstar, the Company and  Pomeroy that
            were raised  or could  have been  raised in  Vanstar's lawsuit
            against the Company and Pomeroy and  includes a mutual release
            among all the parties.
           
            The Company  agreed to  pay  to Vanstar  $3.3  million
            consisting of $1.65 million in cash and a promissory
            note in the amount of $1.65 million.  The note was paid on
            August 27, 1996 plus interest at 0.25% below the
            prime rate of the  Company's bank as of  April 29, 1996.   All
            agreements between the Company and Vanstar  were terminated as
            of the  effective  date  of  the  Agreement.   The  settlement
            agreement provides for  forgiveness of any  and all  claims or
            obligations of either party against the  other, resulting in a
            charge-off  of  $0.5  million  of   receivables  from  Vanstar
            Corporation and additional expense  of $0.5 million  for costs
            related to the litigation.

        5.  Equity

            On  September  6,  1996,  the  Company's  Board  of  Directors
            authorized a three-for-two stock split in the  form of a stock
            dividend payable October  4, 1996,  to shareholders  of record
            September 19,  1996. The  split resulted  in  the issuance  of
            2,125,462 new shares of Common Stock. The  stated par value of
            each share was not changed from $0.01. A total of $21 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.

        6.  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.
        
        7.  Subsequent Event

            On October 11, 1996 the Company  acquired substantially all of
            the assets and assumed substantially all of the
            liabilities of  Communications Technology,  Inc., d/b/a  DILAN
            (DILAN), a  privately held  network integrator  located  in
            Hickory, North Carolina.  The purchase price consisted of $2.6
            million in  cash, a  $1.1 million  subordinated note  and $5.2
            million of assumed liabilities.  Interest  on the subordinated
            note, which  is  calculated  at  10%  per  annum,  is  payable
            quarterly and  principal  is  payable  in three  equal  annual
            installments of  $365  thousand.    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  the  acquisition.   The
            results  of  DILAN'S  operations  will  be   included  in  the
            consolidated statement of income from the date of acquisition.
<PAGE>

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

          Net Sales and Revenues
          ______________________

          Net sales and revenues of $93.0  million in the third quarter  of
          1996 increased $28.0 million, or 43.1%, from $65.0 million in the
          third quarter  of 1995.  After eliminating  fiscal 1995  revenues
          from the now closed Kingsport branch  and a major customer  which
          was lost in late 1995 and 1996 revenues from The Computer  Supply
          Store,  Inc.  ( TCSS )  which  was  acquired  in  March   1996,
          comparable net  sales  and  revenues increased  22.0%.  Sales  of
          equipment and supplies of $85.8 million  in the third quarter  of
          1996 increased $26.1 million, or 43.6%, from $59.7 million in the
          third quarter of 1995. On a comparable basis, as described above,
          sales of  equipment and  supplies  increased 20.4%.  Service  and
          other revenues  of $7.2  million in  the  third quarter  of  1996
          increased $2.0 million, or 37.1%, from $5.2 million in the  third
          quarter of  1995.  On a  comparable  basis, as  described  above,
          service and other revenues increased 39.3%.
          
          Net sales and revenues of $234.0 million in the first nine months
          of 1996 increased $62.5 million, or 36.5%, from $171.5 million in
          the first  nine  months  of  1995.  On  a  comparable  basis,  as
          described above, net sales and revenues increased 25.2%. Sales of
          equipment and supplies of $214.1 million in the first nine months
          of 1996 increased $56.7 million, or 36.0% from $157.4 million. On
          a comparable basis,  as described above,  sales of equipment  and
          supplies increased  22.9%. Service  and other  revenues of  $19.9
          million in the first nine months of 1996 increased $5.9  million,
          or 42.1% from $14.0 million in the first nine months of 1995.  On
          a  comparable  basis,  as  described  above,  service  and  other
          revenues increased 50.2%.

          Gross Profit
          ____________

          Gross profit as  a percentage  of sales  was 15.8%  in the  third
          quarter of 1996 compared to 13.5 % in the third quarter of  1995.
          This increase in the third quarter  of 1996 can be attributed  to
          less reliance on  lower margin, high  volume equipment  rollouts,
          larger vendor rebates and the increase in the margin for  service
          and other  revenues. In  the third  quarter  of 1995,  the  lower
          margin was  due  to strong  price  competition and  large  volume
          equipment rollouts  that  contributed significantly  to  lowering
          gross profit  as a  percentage of  sales. Provided  there are  no
          changes in  rebate  programs,  the level  of  vendor  rebates  is
          expected to continue into the fourth quarter as volume  purchases
          with major manufacturers continue to increase.
          
          Gross profit as a percentage of sales was 15.9% in the first nine
          months of 1996  compared to  14.2% in  the first  nine months  of
          1995.  This  increase  is  attributed  to  the  same  factors  as
          described above.

          Operating Expenses
          __________________

          Selling, general  and  administrative  expenses  expressed  as  a
          percentage of sales increased  to 9.4%  and  10.0% for the  third
          quarter and first  nine months of  1996, respectively, from  9.2%
          and 9.6% in  the third  quarter and  first nine  months of  1995,
          respectively. This  increase  is primarily  attributable  to  the
          addition of technical  personnel to  continue the  growth of  the
          Company's  service  business.  As  these  personnel  reach   full
          productivity,  their  cost  as  a  percent  of  revenues   should
          decrease. In  addition, market  development funds,  which  reduce
          selling,  general  and  administrative  expenses,  have  declined
          during the  third quarter  and first  nine months  of 1996  as  a
          percentage of net sales and revenues due to the fact that vendors
          have shifted funds to rebates as described in Gross Profit above.
          Total operating  expenses  expressed  as a  percentage  of  sales
          increased to 10.5% and 11.1% in the third quarter and first  nine
          months of 1996, respectively,  from 9.9% and  10.4% in the  third
          quarter and first nine months of  1995, respectively, due to  the
          items noted  previously in  selling, general  and  administrative
          expenses,  an  increase  in  depreciation  related  to  the   new
          headquarters and  distribution  facilities  and  amortization  of
          Goodwill related to the acquisition of TCSS.
<PAGE>

          Income from Operations
          ______________________

          Income from operations of  $4.9 million in  the third quarter  of
          1996 increased $2.6 million, or 109.7%, from $2.3 million in  the
          third quarter of 1995.  The Company's operating margin  increased
          to 5.3% in the third quarter of 1996 as compared to 3.6% in  1995
          as the increase in gross margin offset the increase in  operating
          expenses as a percent of net sales and revenues.

          Income from operations of $11.1 million in the first nine  months
          of 1996 increased $4.5  million, or 68.3%,  from $6.6 million  in
          the first nine months of 1995. Operating margin increased to 4.7%
          in the first nine months of 1996  as compared to 3.8% in 1995  as
          the increase in  gross margin  offset the  increase in  operating
          expenses as a percent of net sales and revenues.

          Interest Expense
          ________________

          Interest expense was $0.5 million and  $1.6 million in the  third
          quarter and  first nine  months of  1996, respectively,  compared
          with $0.5 million   and  $1.5 million  in the  third quarter  and
          first nine months  of 1995,  respectively. The  average level  of
          bank borrowings for the third quarter of 1996 were comparable  to
          the same  period in  1995 but  approximately 34%  lower than  the
          average bank borrowings during the  second quarter of 1996.  This
          decrease during the third  quarter of 1996  is attributed to  the
          utilization of the net proceeds from the secondary stock offering
          of $17.9 million  in July 1996.  In addition,  the interest  rate
          charged on  the line  of credit  was reduced  to 7.5%  since  the
          Company achieved  certain  financial ratios  at  the end  of  the
          second quarter of 1996. While the average level of borrowings  on
          floor plans increased by 25%, interest expense decreased as  more
          purchases were made using vendor subsidized programs.

          While  interest  expense  related  to  accounts  receivable   and
          inventory financing decreased for  the reasons enumerated  above,
          total interest expense  for the  third quarter  of 1996  remained
          comparable to the same  period in 1995.  This is attributable  to
          the debt incurred for acquisitions.

          Income Taxes
          ____________

          The Company's effective tax rate was  40.6% in the third  quarter
          of 1996 compared to 40.4% in the third quarter of  1995. For  the
          nine months ended  October 5, 1996  and 1995,  the effective  tax
          rate was 40.6% and 40.5%, respectively.

          Litigation Settlement and Related Costs
          _______________________________________

          On April 29,  1996, the  Company agreed  to a  settlement of  the
          litigation with  Vanstar  Corporation.  The  settlement  of  $3.4
          million was  satisfied  by $1.65  million  in cash  and  a  $1.65
          million note which was paid on  August 27, 1996 plus interest  at
          8.0%. The settlement  agreement provided for  the release of  any
          and all claims or obligations of either party against the  other,
          resulting in a  charge-off of  $0.5 million  of receivables  from
          Vanstar Corporation and additional expense  of  $0.5 million  for
          costs related to the litigation.

          Net Income
          __________

          Net income of $2.6 million in the third quarter of 1996 increased
          $1.5 million, or 140.7%, from $1.1  million in the third  quarter
          of 1995.  This increase  was a  result of  the factors  described
          previously. Net income of $3.1 million  in the first nine  months
          of 1996 was flat with the comparable period in 1995 primarily  as
          a result of the settlement with Vanstar. Excluding the impact  of
          the Vanstar settlement, net income would have been $5.7 million.

          Liquidity and Capital Resources
          _______________________________     

          Cash used in operating activities was  $4.8 million in the  first
          nine months of  1996. Cash used  in investing activities  include
          $4.5 million  for  acquisitions  and  $1.8  million  for  capital
          expenditures. Cash  provided  by  financing  activities  included
          $17.9 million of net proceeds from a secondary stock offering  of
          1.4 million shares and  $1.0 million from  the exercise of  stock
          options less  $1.1  million  of  net  repayments  on  bank  notes
          payable, $4.0 million of repayments on various notes payable  and
          $0.3 million for the redemption of warrants.
<PAGE>

          During the second quarter  of 1996 the line  of credit under  the
          bank loan agreement was increased   to $25 million through  April
          30, 1997.

          It is expected that available credit under the Company's  lending
          arrangements  along  with  internally  generated  funds  will  be
          sufficient to finance its near-term growth.

          On August  2,  1996 the  Company  acquired certain  assets  of  a
          service company in  Birmingham, AL, which  will be combined  with
          the Company's  existing  branch office,  for  approximately  $0.5
          million. On October 11, 1996, the Company acquired  substantially
          all  of  the  assets  and   assumed  substantially  all  of   the
          liabilities  of  Communications  Technology,  Inc.,  d/b/a  DILAN
          ( DILAN ) a privately held network integrator headquartered in     
          Hickory, North  Carolina. The  purchase price  consisted of  $2.6
          million in cash, a $1.1 million note and $5.2 million of  assumed
          liabilities. The  cash  used to  acquire  DILAN was  provided  by
          short-term borrowings  through  the  Company's  revolving  credit
          agreement.
 
          The Company regularly  evaluates various expansion  opportunities
          including the acquisition of  resellers or related businesses  in
          growing market  areas  and  service and  support  companies  that
          complement its ongoing operations.

                                PART II - OTHER INFORMATION
          Items 1 to 5 None
          Item 6 Exhibits
                                                        Filed Herewith         
                                                        (page #) or         
                                                        Incorporated
          Exhibits                                      by Reference to:
          ________                                      ________________

          10(iii)              Material Contracts

                    (a)(22)    Amendment to Loan         E-1 to E-4
                               Agreement by Letter           
                               Agreement dated October
                               18, 1996 by and among
                               Star Bank, N.A., the
                               Company, C&N Corp. and
                               Xenas Communications
                               Corp.
 
          11        (a)(23)    Computation of Earnings      E-5
                               per Share

<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 19, 1996     By: /s/  Edwin S. Weinstein
                                        Edwin S. Weinstein,
                                        Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)