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, 2004

                                       OR

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


For the transition period from              to

Commission file number 0-20022


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


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

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

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

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

YES  X  NO
    ---    ---

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

YES  X  NO
    ---    ---

The number of shares of common stock outstanding as of August 5, 2004 was
12,239,459


                                        1
<PAGE>
<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.

                                TABLE OF CONTENTS

Part I.    Financial Information

           Item 1.                Financial Statements:                     Page
                                                                            ----
<S>        <C>                    <C>                                       <C>
                                  Consolidated Balance Sheets as of July       3
                                  5, 2004 (Unaudited) and January 5, 2004

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

                                  Consolidated Statements of Income for        6
                                  the Six Months Ended July 5, 2004 and
                                                          2003 (Unaudited)

                                  Consolidated Statements of Cash Flows        7
                                  for the Six Months Ended July 5, 2004
                                  and 2003 (Unaudited)

                                  Notes to Consolidated Financial              8
                                  Statements (Unaudited)

           Item 2.                Management's Discussion and Analysis of     14
                                  Financial Condition and Results of
                                  Operations

           Item 3.                Quantitative and Qualitative Disclosure     19
                                  about Market Risk

           Item 4.                Controls and Procedures                     19

Part II.   Other Information                                                  20

SIGNATURE                                                                     22
</TABLE>


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

                          CONSOLIDATED BALANCE SHEETS

(in thousands)                                           July 5,     January 5,
                                                           2004         2004
                                                       ------------  -----------
<S>                                                    <C>           <C>
                                                       (unaudited)
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . .  $     45,373  $    40,200
                                                       ------------  -----------

Accounts receivable:
    Trade, less allowance of  $2,556 at July 5, 2004
        and January 5, 2004 . . . . . . . . . . . . .       111,779      111,324
    Vendor receivables, less allowance of $100 at
        July 5, 2004 and January 5, 2004. . . . . . .         4,491        7,226
    Net investment in leases. . . . . . . . . . . . .         4,427        2,056
    Other . . . . . . . . . . . . . . . . . . . . . .         1,668        2,043
                                                       ------------  -----------
        Total receivables . . . . . . . . . . . . . .       122,365      122,649
                                                       ------------  -----------

Inventories . . . . . . . . . . . . . . . . . . . . .        17,710       12,453
Other . . . . . . . . . . . . . . . . . . . . . . . .         5,655        5,193
                                                       ------------  -----------
        Total current assets. . . . . . . . . . . . .       191,103      180,495
                                                       ------------  -----------

Equipment and leasehold improvements:
   Furniture, fixtures and equipment. . . . . . . . .        29,967       29,517
   Leasehold Improvements . . . . . . . . . . . . . .         6,384        6,438
                                                       ------------  -----------
        Total . . . . . . . . . . . . . . . . . . . .        36,351       35,955

   Less accumulated depreciation. . . . . . . . . . .        20,467       19,696
                                                       ------------  -----------
        Net equipment and leasehold improvements. . .        15,884       16,259
                                                       ------------  -----------

Net investment in leases, net of current portion. . .         2,292        2,935
Goodwill. . . . . . . . . . . . . . . . . . . . . . .        68,035       67,664
Intangible assets, net. . . . . . . . . . . . . . . .           457          436
Other assets. . . . . . . . . . . . . . . . . . . . .         1,757        1,410
                                                       ------------  -----------
        Total assets. . . . . . . . . . . . . . . . .  $    279,528  $   269,199
                                                       ============  ===========
</TABLE>

                 See notes to consolidated financial statements.


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

                               CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)                             July 5,     January 5,
                                                                    2004         2004
                                                                ------------  -----------
                                                                (unaudited)
<S>                                                             <C>           <C>
LIABILITIES AND EQUITY

Current Liabilities:
Current portion of notes payable . . . . . . . . . . . . . . .  $        912  $       912
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .        55,383       50,051
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .         3,080        3,988
Other current liabilities. . . . . . . . . . . . . . . . . . .         9,703        8,758
                                                                ------------  -----------
      Total current liabilities. . . . . . . . . . . . . . . .        69,078       63,709
                                                                ------------  -----------

Notes payable, less current portion. . . . . . . . . . . . . .           250          913
Deferred income taxes. . . . . . . . . . . . . . . . . . . . .         4,834        4,780
Commitments and contingencies

Equity:
   Preferred stock,  $.01 par value; authorized 2,000 shares,
      (no shares issued or outstanding). . . . . . . . . . . .             -            -
   Common stock, $.01 par value; authorized 20,000 shares,
      (13,017 and 12,943 shares issued at July 5, 2004 and
      January 5, 2004, respectively) . . . . . . . . . . . . .           130          130
   Paid-in-capital . . . . . . . . . . . . . . . . . . . . . .        83,252       82,696
   Retained earnings . . . . . . . . . . . . . . . . . . . . .       130,612      125,250
                                                                ------------  -----------
                                                                     213,994      208,076
   Less treasury stock, at cost ( 768 and 738 shares at
     July 5, 2004 and January 5, 2004, respectively) . . . . .         8,628        8,279
                                                                ------------  -----------
         Total equity. . . . . . . . . . . . . . . . . . . . .       205,366      199,797
         Total liabilities and equity. . . . . . . . . . . . .  $    279,528  $   269,199
                                                                ============  ===========
</TABLE>
                 See notes to consolidated financial statements.


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

(in thousands, except per share data)        Three Months Ended
                                         --------------------------
                                           July 5,       July 5,
                                             2004          2003
                                         ------------  ------------
<S>                                      <C>           <C>
                                         (unaudited)   (unaudited)
Net sales and revenues:
 Sales-equipment, supplies and leasing.  $   143,722   $   116,195
 Service. . . . . . . . . . . . . . . .       34,433        31,157
                                         ------------  ------------
    Total net sales and revenues. . . .      178,155       147,352
                                         ------------  ------------

Cost of sales and service:
 Sales-equipment, supplies and leasing.      133,444       107,291
 Service. . . . . . . . . . . . . . . .       24,980        22,744
                                         ------------  ------------
    Total cost of sales and service . .      158,424       130,035
                                         ------------  ------------

         Gross profit . . . . . . . . .       19,731        17,317
                                         ------------  ------------

Operating expenses:
   Selling, general and administrative.       12,785        11,958
   Rent expense . . . . . . . . . . . .          777           809
   Depreciation . . . . . . . . . . . .        1,027         1,250
   Amortization . . . . . . . . . . . .           39            73
                                         ------------  ------------
         Total operating expenses . . .       14,628        14,090
                                         ------------  ------------

Income from operations. . . . . . . . .        5,103         3,227
                                         ------------  ------------

Other expense (income):
   Interest, net. . . . . . . . . . . .          (19)          (81)
   Other. . . . . . . . . . . . . . . .           21             8
                                         ------------  ------------
         Total other expense (income) .            2           (73)
                                         ------------  ------------

Income  before income tax . . . . . . .        5,101         3,300
Income tax expense. . . . . . . . . . .        2,015         1,287
                                         ------------  ------------

   Net income . . . . . . . . . . . . .  $     3,086   $     2,013
                                         ============  ============

Weighted average shares outstanding:
   Basic. . . . . . . . . . . . . . . .       12,258        12,346
                                         ============  ============
   Diluted. . . . . . . . . . . . . . .       12,401        12,379
                                         ============  ============

Earnings per common share:
   Basic. . . . . . . . . . . . . . . .  $      0.25   $      0.16
                                         ============  ============
   Diluted. . . . . . . . . . . . . . .  $      0.25   $      0.16
                                         ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                   POMEROY IT SOLUTIONS, INC.
                CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)         Six Months Ended
                                         --------------------------
                                           July 5,       July 5,
                                             2004          2003
                                         ------------  ------------
                                         (unaudited)   (unaudited)
<S>                                      <C>           <C>
Net sales and revenues:
 Sales-equipment, supplies and leasing.  $   268,321   $   216,181
 Service. . . . . . . . . . . . . . . .       65,048        61,149
                                         ------------  ------------
    Total net sales and revenues. . . .      333,369       277,330
                                         ------------  ------------

Cost of sales and service:
 Sales-equipment, supplies and leasing.      248,017       199,361
 Service. . . . . . . . . . . . . . . .       47,252        44,275
                                         ------------  ------------
    Total cost of sales and service . .      295,269       243,636
                                         ------------  ------------
                                         ------------  ------------
         Gross profit . . . . . . . . .       38,100        33,694
                                         ------------  ------------

Operating expenses:
   Selling, general and administrative.       25,752        23,448
   Rent expense . . . . . . . . . . . .        1,545         1,595
   Depreciation . . . . . . . . . . . .        1,916         2,414
   Amortization . . . . . . . . . . . .           79           296
   Provision for doubtful accounts. . .            -           200
                                         ------------  ------------
         Total operating expenses . . .       29,292        27,953
                                         ------------  ------------

Income from operations. . . . . . . . .        8,808         5,741
                                         ------------  ------------

Other expense (income):
   Interest . . . . . . . . . . . . . .          (31)          (15)
   Miscellaneous. . . . . . . . . . . .           23           (14)
                                         ------------  ------------
         Net other expense (income) . .           (8)          (29)
                                         ------------  ------------

Income  before income tax . . . . . . .        8,816         5,770
Income tax expense. . . . . . . . . . .        3,454         2,250
                                         ------------  ------------
   Net income . . . . . . . . . . . . .  $     5,362   $     3,520
                                         ============  ============

Weighted average shares outstanding:
   Basic. . . . . . . . . . . . . . . .       12,245        12,399
                                         ============  ============
   Diluted. . . . . . . . . . . . . . .       12,362        12,422
                                         ============  ============

Earnings per common share:
   Basic. . . . . . . . . . . . . . . .  $      0.44   $      0.28
                                         ============  ============
   Diluted. . . . . . . . . . . . . . .  $      0.43   $      0.28
                                         ============  ============
</TABLE>

                 See notes to consolidated financial statements


                                        6
<PAGE>
<TABLE>
<CAPTION>
                            POMEROY IT SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)                                            Six Months Ended
                                                     --------------------------
                                                       July 5,       July 5,
                                                         2004          2003
                                                     ------------  ------------
<S>                                                  <C>           <C>
                                                     (unaudited)   (unaudited)
Cash flows from operating activities:
   Net income . . . . . . . . . . . . . . . . . . .  $     5,362   $     3,520
   Adjustments to reconcile net income to net cash
      from operating activities:
   Depreciation . . . . . . . . . . . . . . . . . .        1,916         2,414
   Amortization . . . . . . . . . . . . . . . . . .           79           296
   Deferred income taxes. . . . . . . . . . . . . .         (395)        1,617
   Loss on sale of fixed assets . . . . . . . . . .           22            19
   Changes in working capital accounts, net of
      effects of acquisitions:
      Accounts receivable . . . . . . . . . . . . .          668        17,736
      Inventories . . . . . . . . . . . . . . . . .       (5,793)         (339)
      Prepaids. . . . . . . . . . . . . . . . . . .         (462)        1,834
      Net investment in leases. . . . . . . . . . .          254        (1,156)
      Accounts payable. . . . . . . . . . . . . . .        5,332         6,205
      Deferred revenue. . . . . . . . . . . . . . .         (908)          376
      Income tax payable. . . . . . . . . . . . . .          290             -
      Other, net. . . . . . . . . . . . . . . . . .          847            23
                                                     ------------  ------------
   Net operating activities . . . . . . . . . . . .        7,212        32,545
                                                     ------------  ------------
Cash flows from investing activities:
   Capital expenditures . . . . . . . . . . . . . .       (1,062)       (1,166)
   Proceeds from sale of fixed assets . . . . . . .           20             1
   Acquisition of businesses, net of
      cash acquired . . . . . . . . . . . . . . . .         (541)       (3,499)
                                                     ------------  ------------
   Net investing activities . . . . . . . . . . . .       (1,583)       (4,664)
                                                     ------------  ------------
Cash flows from financing activities:
   Payments of notes payable. . . . . . . . . . . .         (663)            -
   Proceeds from exercise of stock options
      and related tax benefit . . . . . . . . . . .          396            34
   Purchase of treasury stock . . . . . . . . . . .         (349)       (2,686)
   Proceeds from employee stock purchase plan . . .          160           166
                                                     ------------  ------------
   Net financing activities . . . . . . . . . . . .         (456)       (2,486)
                                                     ------------  ------------

Increase in cash. . . . . . . . . . . . . . . . . .        5,173        25,395
Cash and cash equivalents
   Beginning of period. . . . . . . . . . . . . . .       40,200        32,505
                                                     ------------  ------------
   End of period. . . . . . . . . . . . . . . . . .  $    45,373   $    57,900
                                                     ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                        7
<PAGE>
                           POMEROY IT SOLUTIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   Basis  of  Presentation

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

2.   Recent  Accounting  Pronouncements

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

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

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

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


                                        8
<PAGE>
     obtains an interest after that date. It applies in the first fiscal year or
     interim  period  beginning  after  December  15, 2003, to variable interest
     entities  in which an enterprise holds a variable interest that it acquired
     before  February 1, 2003. Adoption of FIN 46 did not have any impact on the
     Company's  financial  condition  or  results  of  operations.

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

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

3.   Cash  and  Bank  Notes  Payable

     On  June  28,  2004,  the  Company  finalized a new $165 million Syndicated
     Credit  Facility  Agreement  with  GE  Commercial  Distribution  Finance
     ("GECDF"). The new credit facility has a three-year term and its components
     include  a  maximum  of $75 million for inventory financing and a revolver,
     collateralized  primarily  by  accounts  receivable, of up to $110 million.
     Under  the  new  agreement, the credit facility provides a letter of credit
     facility  of  $5  million.

     The  Company  maintains  a  sweep  account with its bank whereby daily cash
     receipts  are  automatically  transferred  as payment towards the Company's
     credit  facility.  As  of July 5, 2004 and January 5, 2004, the Company did
     not  have  a  balance  outstanding  under  the  Company's  credit facility.

4.   Stock-Based  Compensation

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

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


                                        9
<PAGE>
<TABLE>
<CAPTION>
(in thousands, except per                       Three Months Ended July 5,
share amounts)                                    2004            2003
                                              -------------  --------------
<S>                                           <C>            <C>
Net income - as reported                      $       3,086  $        2,013
Stock-based compensation expense-net of tax             261             253
                                              -------------  --------------
Net income - pro forma                        $       2,825  $        1,760
                                              =============  ==============
Net income per common share - as reported
   Basic                                               0.25  $         0.16
                                              =============  ==============
   Diluted                                             0.25  $         0.16
                                              =============  ==============
Net income per common share - pro forma
   Basic                                      $        0.23  $         0.14
                                              =============  ==============
   Diluted                                    $        0.23  $         0.14
                                              =============  ==============
</TABLE>
<TABLE>
<CAPTION>
(in thousands, except per                      Six Months Ended July 5,
share amounts)                                   2004           2003
                                              -----------  --------------
<S>                                           <C>          <C>
Net income - as reported                      $     5,362  $        3,520
Stock-based compensation expense-net of tax           800             805
                                              -----------  --------------
Net income - pro forma                        $     4,562  $        2,715
                                              ===========  ==============
Net income per common share - as reported
   Basic                                             0.44  $         0.28
                                              ===========  ==============
   Diluted                                           0.43  $         0.28
                                              ===========  ==============
Net income per common share - pro forma
   Basic                                             0.37  $         0.22
                                              ===========  ==============
   Diluted                                           0.37  $         0.22
                                              ===========  ==============
</TABLE>

5.   Earnings  per  Common  Share

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


                                       10
<PAGE>
<TABLE>
<CAPTION>
                           Three Months Ended July 5,
                    ---------------------------------------
                           2004                 2003
                    -------------------  ------------------
                             Per Share           Per Share
                    Shares    Amount     Shares    Amount
                    ------  -----------  ------  ----------
<S>                 <C>     <C>          <C>     <C>
Basic EPS           12,258  $     0.25   12,346  $     0.16
Effect of dilutive
  stock options        143           -       33           -
                    ------  -----------  ------  ----------
Diluted EPS         12,401  $     0.25   12,379  $     0.16
                    ======  ===========  ======  ==========


                            Six Months Ended July 5,
                    ---------------------------------------
                           2004                 2003
                    -------------------  ------------------
                             Per Share           Per Share
                    Shares    Amount     Shares   Amount
                    ------  -----------  ------  ----------
Basic EPS           12,245  $     0.44   12,399  $     0.28
Effect of dilutive
  stock options        117       (0.01)      23           -
                    ------  -----------  ------  ----------
Diluted EPS         12,362  $     0.43   12,422  $     0.28
                    ======  ===========  ======  ==========
</TABLE>

6.   Goodwill  and  Long-Lived  Assets

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

<TABLE>
<CAPTION>
(in thousands)                    Gross                      Net       Gross                      Net
                                Carrying    Accumulated   Carrying   Carrying    Accumulated   Carrying
                                 Amount    Amortization    Amount     Amount    Amortization    Amount
                                7/5/2004     7/5/2004     7/5/2004   1/5/2004     1/5/2004     1/5/2004
                                -----------------------------------  -----------------------------------
<S>                             <C>        <C>            <C>        <C>        <C>            <C>
Amortized intangible assets:
  Covenants not-to-compete      $   1,894  $       1,687  $     207  $   1,844  $       1,650  $     194
  Customer lists                      677            427        250        627            385        242
                                ---------  -------------  ---------  ---------  -------------  ---------
  Total amortized intangibles   $   2,571  $       2,114  $     457  $   2,471  $       2,035  $     436
                                =========  =============  =========  =========  =============  =========
</TABLE>

     Amortized intangible assets are being amortized over periods ranging from 3
     to  15  years  for covenants not-to-compete and 10 to 15 years for customer
     lists.  The  weighted  average  amortization  period  for  all  amortized
     intangible  assets  acquired  in  fiscal 2004 is 15 years. For the quarters
     ended  July  5,  2004  and 2003, amortization expense related to intangible
     assets  with definite lives was $39 and $73 thousand, respectively. For the
     six  months  ended  July  5, 2004 and 2003, amortization expense related to
     intangible  assets  with  definite  lives  was  $79  and  $296  thousand,
     respectively.


                                       11
<PAGE>
     Projected  future  amortization  expense  related to intangible assets with
     definite  lives  are  as  follows:

<TABLE>
<CAPTION>
(in thousands)
Fiscal Years:
<S>                   <C>     <C>
2004                  $   68  July 6, 2004 - January 5, 2005
2005                      57
2006                      26
2007                      26
2008                      26
2009 and thereafter      254
                      ------
Total                 $  457
                      ======
</TABLE>

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

<TABLE>
<CAPTION>
(in thousands)                            Products   Services   Consolidated
                                          ---------  ---------  -------------
<S>                                       <C>        <C>        <C>
Net carrying amount as of 1/5/04          $  35,862  $  31,802  $      67,664
Goodwill recorded during first quarter          130        116            246
                                          ---------  ---------  -------------
Net carrying amount as of 4/5/04             35,992     31,918         67,910
Goodwill recorded during second quarter          66         59            125
                                          ---------  ---------  -------------
Net carrying amount as of 7/5/04          $  36,058  $  31,977  $      68,035
                                          =========  =========  =============
</TABLE>

7.   Supplemental  Cash  Flow  Disclosures

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

<TABLE>
<CAPTION>
                                          Six Months Ended July 5,
                                        ----------------------------
                                           2004           2003
                                        -----------  ---------------
<S>                                     <C>          <C>
Interest paid                           $       162  $          211
                                        ===========  ===============
Income taxes paid                       $     2,364  $          684
                                        ===========  ===============
Adjustments to purchase price
 of acquisition assets and intangibles  $        70  $        1,624
                                        ===========  ===============

Business combinations accounted for
as purchases:
  Assets acquired                       $       541  $        7,573
  Liabilities assumed                             -          (4,074)
                                        ----------------------------
  Net cash paid                         $       541  $        3,499
                                        ============================
</TABLE>

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.


                                       12
<PAGE>
9.   Segment  Information

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

<TABLE>
<CAPTION>
                                     Three Months Ended July 5, 2004
                               -----------------------------------------------
                               Products   Services    Leasing    Consolidated
                               ---------  ---------  ----------  -------------
<S>                            <C>        <C>        <C>         <C>
Revenues                       $ 143,703  $  34,433  $       19  $     178,155
Income from operations             2,514      2,588           1          5,103
Total assets                     175,926     96,586       7,016        279,528
Capital expenditures                 423        388           -            811
Depreciation and amortization        546        519           1          1,066

                                     Three Months Ended July 5, 2003
                               -----------------------------------------------
                               Products   Services   Leasing     Consolidated
                               ---------  ---------  ----------  -------------
Revenues                       $ 116,150  $  31,157  $       45  $     147,352
Income from operations             2,008      1,180          39          3,227
Total assets                     168,966     87,677       6,416        263,059
Capital expenditures                 195        183           -            378
Depreciation and amortization        671        652                      1,323
</TABLE>
<TABLE>
<CAPTION>
                                      Six Months Ended July 5, 2004
                               -----------------------------------------------
                               Products   Services    Leasing    Consolidated
                               ---------  ---------  ----------  -------------
<S>                            <C>        <C>        <C>         <C>
Revenues                       $ 268,289  $  65,048  $       32  $     333,369
Income from operations             4,047      4,759           2          8,808
Total assets                     175,926     96,586       7,016        279,528
Capital expenditures                 560        502           -          1,062
Depreciation and amortization      1,051        942           2          1,995

                                      Six Months Ended July 5, 2003
                               -----------------------------------------------
                               Products   Services   Leasing     Consolidated
                               ---------  ---------  ----------  -------------
Revenues                       $ 216,030  $  61,149  $      151  $     277,330
Income from operations             3,278      2,323         140          5,741
Total assets                     168,966     87,677       6,416        263,059
Capital expenditures                 577        589           -          1,166
Depreciation and amortization      1,427      1,283           -          2,710
</TABLE>

10.  Merger

     On  July  23,  2004,  Pomeroy  IT  Solutions,  Inc. ("Pomeroy") and Pomeroy
     Acquisition  Sub,  Inc.  ("PAS"),  a  wholly  owned  subsidiary of Pomeroy,
     completed  a  merger with Alternative Resources Corporation ("ARC"). On May
     11, 2004, the parties entered into a definitive merger agreement for PAS to
     acquire  all  of the issued and outstanding shares of capital stock of ARC.
     The  merger  was approved by ARC shareholders at a meeting held on July 22,
     2004.  As  a  result of the merger, ARC is now a wholly-owned subsidiary of
     Pomeroy.

     The cash consideration paid, including the cost of all stock, stock options
     and  warrants  purchased  and  the  amount  of  ARC  net  debt retired, was
     approximately  $46.1  million,  which  was  funded  from  cash  on hand and
     borrowings  from  Pomeroy's  existing  line  of  credit.


                                       13
<PAGE>
     Item  2-Management's  Discussion  and  Analysis  of Financial Condition and
     Results  of  Operations

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

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

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


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                  Percentage of net sales and revenues
         Financial Results                    Three months ended July 5, Six months ended
-------------------------------------             July 5,                      July 5,
                                       -------------  --------------  -----------  -----------
                                           2004            2003          2004         2003
                                       -------------  --------------  -----------  -----------
<S>                                    <C>            <C>             <C>          <C>
Net sales and revenues:
  Equipment, supplies and leasing              80.7%           78.9%        80.5%        78.0%
  Service                                      19.3%           21.1%        19.5%        22.0%
                                       -------------  --------------  -----------  -----------
  Total net sales and revenues                100.0%          100.0%       100.0%       100.0%
                                       =============  ==============  ===========  ===========

Cost of sales and servce:
  Equipment, supplies and leasing              74.9%           72.8%        74.4%        71.9%
  Service                                      14.0%           15.4%        14.2%        15.9%
                                       -------------  --------------  -----------  -----------
    Total cost of sales and service            88.9%           88.2%        88.6%        87.8%
                                       =============  ==============  ===========  ===========

Gross profit:
  Equipment, supplies and leasing               5.8%            6.1%         6.1%         6.1%
  Service                                       5.3%            5.7%         5.3%         6.1%
                                       -------------  --------------  -----------  -----------
    Total gross profit                         11.1%           11.8%        11.4%        12.2%
                                       =============  ==============  ===========  ===========

Operating expenses:
  Selling, general and administrative           7.2%            8.1%         7.7%         8.4%
  Rent                                          0.4%            0.6%         0.5%         0.6%
  Depreciation                                  0.6%            0.9%         0.6%         0.9%
  Amortization                                  0.0%            0.0%         0.0%         0.1%
  Provision for doubtful accounts               0.0%            0.0%         0.0%         0.1%
                                       -------------  --------------  -----------  -----------
    Total operating expenses                    8.2%            9.6%         8.8%        10.1%
                                       =============  ==============  ===========  ===========

Income from operations                          2.9%            2.2%         2.6%         2.1%

Net other expense                               0.0%            0.0%         0.0%         0.0%

Income before income tax                        2.9%            2.2%         2.6%         2.1%
Income tax expense                              1.2%            0.8%         1.0%         0.8%
                                       -------------  --------------  -----------  -----------
Net income                                      1.7%            1.4%         1.6%         1.3%
                                       =============  ==============  ===========  ===========
</TABLE>


                                       15
<PAGE>
                           POMEROY IT SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TOTAL  NET  SALES  AND  REVENUES.  Total  net sales and revenues increased $30.8
million,  or  20.9%, to $178.2 million in the second quarter of fiscal 2004 from
$147.4 million in the second quarter of fiscal 2003. This increase was primarily
a  result  of  increased,  industry-wide  technology  spending.  Excluding
acquisitions  completed  in  fiscal  year  2003,  total  net  sales and revenues
increased 18.2%. Products and leasing sales increased $27.5 million, or 23.7% to
$143.7  million  in the second quarter of fiscal 2004 from $116.2 million in the
second  quarter  of fiscal 2003. Excluding acquisitions completed in fiscal year
2003,  products and leasing sales in the second quarter of fiscal 2004 increased
21.6%  over the products and leasing sales in the second quarter of fiscal 2003.
Service  revenues  increased  $3.2  million,  or  10.5%, to $34.4 million in the
second quarter of fiscal 2004 from $31.2 million in the second quarter of fiscal
year  2003.   Excluding  acquisitions  completed  in  fiscal  year 2003, service
revenues  in  the  second  quarter  of  fiscal  2004 increased 5.6% over service
revenues  in  the  second  quarter  of  fiscal  2003.

Total  net  sales  and  revenues  increased  $56.1  million, or 20.2%, to $333.4
million  in the first six months of fiscal 2004 from $277.3 million in the first
six  months  of  fiscal 2003.    Excluding acquisitions completed in fiscal year
2003,  total  net sales and revenues increased 18.3%. Products and leasing sales
increased  $52.1  million, or 24.1% to $268.3 million in the first six months of
fiscal  2004  from  $216.2  million  in  the  first  six  months of fiscal 2003.
Excluding acquisitions completed in fiscal year 2003, products and leasing sales
in the first six months of fiscal 2004 increased 22.5% over products and leasing
sales  in  the first six months of fiscal 2003.  Service revenues increased $3.9
million,  or  6.4%, to $65.0 million in the first six months of fiscal 2004 from
$61.1  million  in  the  first  six  months  of  fiscal  year  2003.   Excluding
acquisitions  completed  in  fiscal year 2003, service revenues in the first six
months  of  fiscal  2004  increased  3.6% over service revenues in the first six
months  of  fiscal  2003.

GROSS PROFIT. Gross profit increased $2.4 million, or 13.9%, to $19.7 million in
the  second  quarter  of fiscal 2004 from $17.3 million in the second quarter of
fiscal  2003.  The  increase  was primarily due to increased total net sales and
revenues  offset  somewhat by lower product gross profit margins in 2004.  Gross
profit,  as a percentage of revenue, decreased to 11.1% in the second quarter of
fiscal  2004  as  compared  to 11.8% in the second quarter of fiscal 2003.  This
decrease  in  gross  margin  resulted  primarily  from  the  decrease in product
margins,  decrease in service revenues as a percentage of total revenues and the
decrease  in  service  gross margin as a percentage of total gross margin.  As a
consequence  of  adopting  EITF  02-16,  the Company recorded approximately $208
thousand  during the second quarter of fiscal 2004 of vendor considerations as a
reduction of product cost of sales, which previously would have been recorded as
a  reduction  of  selling,  general  and administrative expenses.  Excluding the
impact of EITF 02-16, and therefore on a non-GAAP basis, the gross profit margin
would have been 11.0% during the second quarter of fiscal 2004 compared to 11.8%
during  the  second quarter of fiscal 2003.  The non-GAAP gross profit margin is
included  in  this discussion to provide meaningful comparison to prior periods.
On  a forward looking basis, the Company expects to be aggressive in product and
service  pricing  in  order  to  gain  existing  market  share  which may have a
continued  unfavorable  impact  on  overall  gross  margin.   Additionally,  the
Company  expects  to  continue  increasing  the breadth and depth of its service
offerings,  which  will have a continued impact on service gross margin. Factors
that  may  have  an  impact  on gross margin in the future include the continued
changes  in  hardware margins, change in personnel utilization rates, the mix of
products  sold and services provided, a change in unit prices, the percentage of
equipment  or  service  sales  with lower-margin customers, the ratio of service
revenues  to  total  net  sales  and  revenues,  and  the  Company's decision to
aggressively  price  certain  products  and  services.

Gross profit increased $4.4 million, or 13.1%, to $38.1 million in the first six
months of fiscal 2004 from $33.7 million in the first six months of fiscal 2003.
The  increase was primarily due to increased total net sales and revenues offset
somewhat  by  lower  product  and  service  gross profit margins in 2004.  Gross
profit,  as  a percentage of revenue, decreased to 11.4% in the first six months
of  fiscal  2004  as  compared  to 12.2% in the first six months of fiscal 2003.
This  decrease  in  gross margin resulted primarily from the decrease in product
and  service  gross profit margins, decrease in service revenues as a percentage
of  total revenues and decrease in service gross margin as a percentage of total
gross  margin.  As  a  consequence  of adopting EITF 02-16, the Company recorded
approximately $473 thousand during the first six months of fiscal 2004 of vendor
considerations  as  a reduction of product cost of sales, which previously would
have  been  recorded  as  a


                                       16
<PAGE>
reduction of selling, general and administrative expenses.  Excluding the impact
of  EITF 02-16, and therefore on a non-GAAP basis, the gross profit margin would
have  been  11.3%  during  the first six months of fiscal 2004 compared to 12.2%
during the first six months of fiscal 2003.  The non-GAAP gross profit margin is
included  in  this discussion to provide meaningful comparison to prior periods.
On  a forward looking basis, the Company expects to be aggressive in product and
service  pricing  in  order  to  gain  existing  market  share  which may have a
continued  unfavorable  impact  on  overall  gross  margin.

OPERATING  EXPENSES.  Selling,  general  and  administrative expenses (including
rent  expense  and provision for doubtful accounts) expressed as a percentage of
total  net  sales and revenues decreased to 7.6% in the second quarter of fiscal
2004  from  8.7%  in the second quarter of fiscal 2003. Total operating expenses
expressed  as  a percentage of total net sales and revenues decreased to 8.2% in
the  second  quarter  of  fiscal  2004 from 9.6% in the second quarter of fiscal
2003.  This decrease is primarily the result of higher net sales and revenues in
the  second  quarter  of fiscal 2004 as compared to the second quarter of fiscal
2003.    As  a  result  of  adopting  EITF  02-16,  the  Company  reclassified
approximately  $208  thousand  of vendor consideration to a reduction of cost of
sales,  which  would  previously  have  been recorded as a reduction of selling,
general  and  administrative  expenses.  Excluding the impact of EITF 02-16, and
therefore  on  a  non-GAAP basis, operating expenses would have been 8.1% during
the  second quarter of fiscal 2004 as compared to 9.6% during the second quarter
of  fiscal  2003.  This  non-GAAP  measurement  is  included  to  provide a more
meaningful  comparison  to  prior  periods.

Selling,  general  and  administrative  expenses  (including  rent  expense  and
provision  for  doubtful  accounts) expressed as a percentage of total net sales
and  revenues decreased to 8.2% in the first six months of fiscal 2004 from 9.1%
in  the first six months of fiscal 2003. Total operating expenses expressed as a
percentage  of  total  net sales and revenues decreased to 8.8% in the first six
months  of  fiscal 2004 from 10.1% in the first six months of fiscal 2003.  This
decrease  is  primarily the result of higher net sales and revenues in the first
six  months  of  fiscal 2004 as compared to the first six months of fiscal 2003.
As  a result of adopting EITF 02-16, the Company reclassified approximately $473
thousand  of  vendor  consideration to a reduction of cost of sales, which would
previously  have  been  recorded  as  a  reduction  of  selling,  general  and
administrative expenses.  Excluding the impact of EITF 02-16, and therefore on a
non-GAAP  basis,  operating  expenses  would have been 8.6% during the first six
months of fiscal 2004 as compared to 10.1% during the first six months of fiscal
2003.  This  non-GAAP  measurement  is  included  to  provide  a more meaningful
comparison  to  prior  periods.

INCOME  FROM  OPERATIONS.  Income  from  operations  increased  $1.9 million, or
58.1%, to $5.1 million in the second quarter of fiscal 2004 from $3.2 million in
the  second  quarter of fiscal 2003. The Company's operating margin increased to
2.9%  in  the  second  quarter  of fiscal 2004 as compared to 2.2% in the second
quarter  of fiscal 2003.  This increase is primarily due to higher net sales and
revenues and decreased operating expenses as a percentage of total net sales and
revenues.

Income  from operations increased $3.1 million, or 53.4%, to $8.8 million in the
first  six  months  of  fiscal 2004 from $5.7 million in the first six months of
fiscal  2003.  The Company's operating margin increased to 2.6% in the first six
months  of  fiscal  2004  as  compared to 2.1% in the first six months of fiscal
2003.  This  increase  is  primarily  due  to  higher net sales and revenues and
decreased  operating  expenses  as a percentage of total net sales and revenues.

NET  INTEREST  INCOME.  Net  interest  income was $19 thousand during the second
quarter  of fiscal 2004 as compared to $81 thousand during the second quarter of
fiscal  2003.  This  was  a  result  of  reduced  cash  available  to  invest.

Interest income was $31 thousand in the first six months of fiscal 2004 compared
to  $15  thousand  in  the  first  six  months of fiscal 2003.  This increase in
interest  income  was  a  result  of  improved net cash flow and interest income
earned  on  cash  balances.

INCOME  TAXES.  The Company's effective tax rate was 39.5% in the second quarter
of  fiscal  2004  compared  to  39.0%  in  the  second  quarter  of fiscal 2003.


                                       17
<PAGE>
The  Company's  effective  tax  rate was 39.2% in the first six months of fiscal
2004  compared  to  39.0%  in  the  first  six  months  of  fiscal  2003.

NET INCOME. Net income increased $1.1 million, or 53.3%, to  $3.1 million in the
second  quarter of fiscal 2004 from $2.0 million in the second quarter of fiscal
2003  due  to  the  factors  described  above.

Net  income  increased  $1.9 million, or 52.3%, to $5.4 million in the first six
months  of  fiscal 2004 from $3.5 million in the first six months of fiscal 2003
due  to  the  factors  described  above.


                         LIQUIDITY AND CAPITAL RESOURCES

Cash  provided  by operating activities was $7.2 million in the first six months
of  fiscal  2004.  Cash  used  in  investing  activities was $1.6 million, which
included  payments  of $0.5 million for prior year acquisitions and $1.1 million
for  capital  expenditures.  Cash used in financing activities was $0.5 million,
which  included  $0.7 million for payments of notes payable and $0.3 million for
the  purchase of treasury stock offset by $0.4 million of proceeds from exercise
of  stock  options  and  $0.2  million  of  proceeds  from  employee  stock plan
purchases.

A  significant  part  of  the  Company's  inventories  is financed by floor plan
arrangements  with third parties. At July 5, 2004, these lines of credit totaled
$87.0  million,  including $75.0 million with GE Commercial Distribution Finance
("GECDF")  and  $12.0  million  with  IBM Credit Corporation ("ICC"). Borrowings
under  the  GECDF  floor  plan  arrangements  are  made  on  thirty-day  notes.
Borrowings  under  the ICC floor plan arrangements are made on either thirty-day
or  sixty-day  notes.  All such borrowings are secured by the related inventory.
Financing  on  substantially  all  of  the  arrangements is interest free due to
subsidies  by  manufacturers. Overall, the average rate on these arrangements is
less  than 1.0%. The Company classifies amounts outstanding under the floor plan
arrangements  as  accounts  payable.

The  Company's  financing  of  receivables  is provided through a portion of its
credit  facility with GECDF.  On June 28, 2004, the Company finalized a new $165
million syndicated credit facility with GECDF.  This new $165 million syndicated
credit  facility  has a three-year term and supersedes the $240.0 million credit
facility that was in effect with GECDF prior to the closing of this transaction.
The  new  credit  facility  components  include  a  maximum  of  $75 million for
inventory  financing  and  a  revolver,  collateralized  primarily  by  accounts
receivable, of up to $110 million.  Under the new agreement, the credit facility
provides  a  letter  of  credit facility of $5 million.  The accounts receivable
portion  of  the  credit  facility carries a variable interest rate based on the
London  InterBank  Offering  Rate  ("LIBOR")  and  a  pricing  grid.

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

The  Company believes that the anticipated cash flow from operations and current
financing  arrangements  will  be  sufficient  to  satisfy the Company's capital
requirements  for the next twelve months. Historically, the Company has financed
acquisitions  using a combination of cash, earn outs, shares of its Common Stock
and  seller  financing. The merger of Alternative Resources Corporation with and
into  Pomeroy  Acquisition  Sub, Inc., a wholly owned subsidiary of the Company,
completed  on  July 23, 2004 was financed using cash on hand and borrowings from
Pomeroy's  existing  line  of  credit.  The  Company  anticipates  that  future
acquisitions  will  be  financed  in  a  similar  manner.

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


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                                          MORE THAN
                                     TOTAL   YEAR 1   YEAR 2   YEAR 3   YEAR 4   YEAR 5    5 YEARS
                                    ---------------------------------------------------------------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>
Acquisition notes                   $ 1,162  $   912  $   250  $     -  $     -  $     -  $       -
Operating leases                     13,136    3,869    2,901    1,883    1,646    1,383      1,454
                                    ---------------------------------------------------------------
Total contractual cash obligations  $14,298  $ 4,781  $ 3,151  $ 1,883  $ 1,646  $ 1,383  $   1,454
                                    ===============================================================
</TABLE>

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


Item 3-Quantitative and Qualitative Disclosures about Market Risk.

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

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


Item 4-Controls and Procedures

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


                                       19
<PAGE>
                           PART II - OTHER INFORMATION

Item 1-Legal Proceedings

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

Item 2-Changes in Securities and Use of Proceeds

                      Issuer Purchases of Equity Securities

<TABLE>
<CAPTION>
                                                 (c) Total number  (d) Maximum
                                                 of shares         number of shares
                 (a) Total number  (b) Average   purchased as      that may yet be
                 of shares         price paid    part of publicly  purchased under
Period           purchased         per share     announced plan    the plan
<S>              <C>               <C>           <C>               <C>
4/6/04 - 5/5/04                 -
5/6/04 - 6/5/04                 -
6/6/04 - 7/5/04            30,000  $      11.64           413,367           586,633
                 ------------------------------------------------------------------
Total                      30,000  $      11.64           413,367           586,633
                 ==================================================================
</TABLE>

Item 3-Defaults Upon Senior Securities

     NONE

Item 4-Submission of Matters to a Vote of Security Holders

On June 10, 2004, the Company held its annual meeting of stockholders for the
following purposes:

          1.   To  elect  nine  directors;  and

          2.   To  approve  the  amendment  to the Company's 1998 Employee Stock
               Purchase  Plan;  and

          3.   To  approve  the  amendments  to  the  Company's  2002  Outside
               Director's  Stock  option  Plan;  and

          4.   To  approve  the  Company's  2002  Amended  and  Restated  Stock
               Incentive  Plan.

     The voting on the above matters by the stockholders was as follows:

<TABLE>
<CAPTION>
     Matter
     ------

     Election of Directors:            For         Withheld
     ----------------------            ----------  ---------
<S>                                    <C>         <C>
     David B. Pomeroy, II               6,937,918  4,941,894
     James H. Smith III                 6,867,790  5,012,022
     Michael E. Rohrkemper              6,908,252  4,971,560
     Stephen E. Pomeroy                 6,924,375  4,955,437
     William H. Lomicka                10,529,259  1,350,553
     Vincent D. Rinaldi                 6,988,240  4,891,572
     Debra E. Tibey                    10,217,221  1,662,591
     Edward E. Faber                   10,268,514  1,611,298
     Kenneth R. Waters                 10,581,026  1,298,786
</TABLE>


                                       20
<PAGE>
          Approve  the  Amendment  to the Company's 1998 Employee Stock Purchase
          ----------------------------------------------------------------------
          Plan
          ----

     10,178,853  shares were voted in favor of the forgoing proposal and 295,019
     shares  were  voted  against  the  forgoing  proposal. Stockholders holding
     49,785  shares abstained from voting in this proposal. The number of shares
     voted  in  favor  of  the  proposal  was  sufficient  for  its  passage.

          Approve  the  Amendment to the Company's 2002 Outside Director's Stock
          ----------------------------------------------------------------------
          Option  Plan
          ------------

     8,377,604 shares were voted in favor of the forgoing proposal and 2,095,098
     shares  were  voted  against  the  forgoing  proposal. Stockholders holding
     50,955  shares abstained from voting in this proposal. The number of shares
     voted  in  favor  of  the  proposal  was  sufficient  for  its  passage.

          Approve  the  Company's 2002 Amended and Restated Stock Incentive Plan
          ----------------------------------------------------------------------

     6,380,860 shares were voted in favor of the forgoing proposal and 4,091,537
     shares  were  voted  against  the  forgoing  proposal. Stockholders holding
     51,260  shares abstained from voting in this proposal. The number of shares
     voted  in  favor  of  the  proposal  was  sufficient  for  its  passage.

Item 5-Other Information

          NONE

Item 6-Exhibits and Reports on Form 8-K

     (a)  Reports on Form 8-K
          On  May  11,  2004,  Pomeroy IT Solutions, Inc. announced that Pomeroy
          Acquisition  Sub,  Inc.  ("PAS"), a wholly owned subsidiary of Pomeroy
          and  Alternative  Resources  Corporation  ("ARC")  entered  into  an
          Agreement and Plan of Merger pursuant to which PAS will be merged with
          and  into  ARC.

          On  July  23,  2004,  Pomeroy IT Solutions, Inc. ("Pomeroy") announced
          that  Pomeroy  and PAS completed the merger with Alternative Resources
          Corporation  ("ARC").  On  May  11,  2004,  the parties entered into a
          definitive  merger  agreement  for  PAS to acquire ARC. The merger was
          approved  by  ARC  shareholders  at  a  meeting held on July 22, 2004.

     (b)  Exhibits

     10 (I)    Material Agreements

               (mm)(1)   The Credit Facilities Agreement dated June 28, 2004 by,
                         between, and among Pomeroy IT Solutions, Inc. (formerly
                         known  as,  Pomeroy  Computer Resources, Inc.), Pomeroy
                         Select  Integration  Solutions,  Inc.,  Pomeroy  Select
                         Advisory  Services, LLC (formerly, prior to conversion,
                         Pomeroy  Select  Advisory  Services,  Inc.), Pomeroy IT
                         Solutions  Sales  Company,  Inc.  (formerly  known  as,
                         Pomeroy  Computer  Resources  Sales  Company,  Inc.),
                         Pomeroy  Computer  Resources  Holding  Company,  Inc.,
                         Pomeroy  Computer  Resources  Operations,  LLP,  PCR
                         Holdings,  Inc.  (formerly  known  as,  Technology
                         Integration  Financial Services, Inc.), PCR Properties,
                         LLC  (formerly,  prior  to  conversion, PCR Properties,
                         Inc.,  and prior to such conversion, formerly known as,
                         T.I.F.S.  Advisory  Services,  Inc.), TheLinc, LLC, Val
                         Tech  Computer  Systems,  Inc.,  Micrologic  Business
                         Systems  of  K.C.,  LLC,  Pomeroy Acquisition Sub, Inc.
                         (collectively,  and  separately  referred  to  as,
                         "Borrower"),  and  GE  Commercial  Distribution Finance
                         Corporation  ("GECDF"),  as  Administrative  Agent, and
                         GECDF  and the other lenders listed on Exhibit 3 of the
                         Agreement  and  the  signature  pages hereto (and their
                         respective  successors  and  permitted  assigns),  as
                         "Lenders".


                                       21
<PAGE>
     31.1 Section 302 CEO Certification

     31.2 Section 302 CFO Certification

     32.1 Section 906 CEO Certification

     32.2 Section 906 CFO Certification


                                    SIGNATURE

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

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

Date: August 16, 2004                   By: /s/ Michael E. Rohrkemper
                                        ----------------------------------------
                                        Michael E. Rohrkemper
                                        Chief Financial Officer and
                                        Chief Accounting Officer


                                       22
<PAGE>