UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                (Amendment No. 2)

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

For the quarterly period ended April 5, 2005

                                       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                   (IRS Employer
incorporation 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  [ ]  NO  [x]

          Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.  (Check one):

 Large accelerated filer [ ]   Accelerated filer [x]   Non-accelerated filer [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

     Yes  [ ]  No  [x]

The number of shares of common stock outstanding as of April 30, 2005 was
12,583,945


<PAGE>
                           POMEROY IT SOLUTIONS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part I.     Financial Information

            Item 1.                Financial Statements:                      Page
                                                                              ----
<S>         <C>                    <C>                                        <C>
                                   Consolidated Balance Sheets as of April
                                   5, 2005 (Unaudited) and January 5, 2005      2

                                   Consolidated Statements of Income for
                                   the Three Months Ended April 5, 2005
                                   and 2004 (Unaudited)                         4

                                   Consolidated Statements of
                                   Comprehensive Income for the Three
                                   Months Ended April 5, 2005 and 2004
                                   (Unaudited)                                  5

                                   Consolidated Statements of Cash Flows
                                   for the Three Months Ended April 5, 2005
                                   and 2004 (Unaudited)                         6

                                   Notes to Consolidated Financial
                                   Statements (Unaudited)                       7

            Item 2.                Management's Discussion and Analysis of
                                   Financial Condition and Results of
                                   Operations                                   15

            Item 3.                Quantitative and Qualitative Disclosure
                                   about Market Risk                            19

            Item 4.                Controls and Procedures                      19

Part II.    Other Information


            Item 1.                Legal Proceedings                            21

            Item 2.                Unregistered Sales of Equity Securities
                                   and Use of Proceeds                          21

            Item 3.                Defaults Upon Senior Securities              21

            Item 4.                Submission of Matters to a Vote of
                                   Security Holders                             21

            Item 5.                Other Information                            21

            Item 6.                Exhibits                                     21

SIGNATURES                                                                      22
</TABLE>


<PAGE>
                                EXPLANATORY NOTE

     Pomeroy  IT  Solutions, Inc. (the "Company") is filing this amendment No. 2
(the  "Amendment") to its quarterly report on form 10-Q for the quarterly period
ended  April  5,  2005,  originally  filed on May 16, 2005 (the "original filing
date"), and previously amended on June 21, 2005.  As described in Note 12 to the
Consolidated  Financial  Statements,  the  Company restated its previously filed
consolidated  financial statements as of and for the three months ended April 5,
2005  Form  10-Q/A dated June 21, 2005, because the Company identified errors in
its  consolidated  financial  statements  related  to  under-accrued payroll and
subcontractor  costs.  Subsequent  to  the  filing on June 21, 2005, the Company
identified  further  errors  in its consolidated financial statements related to
service  revenue  and  cost  calculations.

     The  Company  reviewed  the  service  revenue and cost calculations and has
concluded  that  they  were  improperly  recorded as of and for the three months
ended  April  5,  2005.  The  errors  primarily  related  to  problems  with new
information  technology  systems  and  processes for service revenues and costs,
which  were  implemented  during  this  period.  The  new information technology
systems  converted  and  integrated  the prior systems and processes used by the
Company and Alternative Resources Corporation, the services business acquired by
the  Company  during  its  fiscal  year  ended January 5, 2005. In addition, the
Company  has  reviewed and adjusted depreciation expense related to internal use
software.

     During  the fourth quarter of 2005, the Company re-aligned the structure of
its  internal  organization  and  began  operating  under  one business segment.
Previously,  the  Company  operated  under  three  operating segments: products,
services  and  leasing. The aggregation of segments reflects the manner in which
management  and  the  board  of  directors  now  evaluate  operating  results in
accordance with Statement of Financial Accounting Standards No.131, "Disclosures
about  Segments  of  an  Enterprise  and  Related Information". The consolidated
financial  statements  for the three months ended April 5 2005 contained in this
Amendment  have  been  amended  to  reflect  this  change.

     The  restatement  affects disclosures and tabular amounts in Part I Item 1,
Financial  Statements  and  Item  2,  Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations.  This Amendment speaks as of the
original  filing  date.  This  Amendment  should  be  read  together  with other
documents that the Company has filed with the Securities and Exchange Commission
subsequent  to  the  original  filing.


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

(in thousands)                                                     April 5,    January 5,
                                                                     2005         2005
                                                                 ------------  -----------
                                                                  (Restated-
                                                                  Unaudited)
ASSETS
<S>                                                              <C>           <C>
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . .  $         30  $    13,108
Certificates of deposit . . . . . . . . . . . . . . . . . . . .         4,576        4,561

Accounts receivable:
  Trade, less allowance of  $2,031 at April 5, 2005 and $1,462
    at January 5, 2005 .. . . . . . . . . . . . . . . . . . . .       122,148      143,113
  Vendor receivables, less allowance of $100 at
    April 5, 2005 and January 5, 2005 . . . . . . . . . . . . .         5,708        5,790
  Net investment in leases. . . . . . . . . . . . . . . . . . .         3,118        3,814
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,905        2,902
                                                                 ------------  -----------
    Total receivables . . . . . . . . . . . . . . . . . . . . .       132,879      155,619
                                                                 ------------  -----------

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . .        16,650       17,188
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10,458       10,302
                                                                 ------------  -----------
    Total current assets. . . . . . . . . . . . . . . . . . . .       164,593      200,778
                                                                 ------------  -----------

Equipment and leasehold improvements:
  Furniture, fixtures and equipment . . . . . . . . . . . . . .        29,975       30,113
  Leasehold Improvements. . . . . . . . . . . . . . . . . . . .         6,323        6,187
                                                                 ------------  -----------
    Total . . . . . . . . . . . . . . . . . . . . . . . . . . .        36,298       36,300

  Less accumulated depreciation . . . . . . . . . . . . . . . .        21,753       21,061
                                                                 ------------  -----------
    Net equipment and leasehold improvements. . . . . . . . . .        14,545       15,239
                                                                 ------------  -----------

Net investment in leases, net of current portion. . . . . . . .         2,425        1,650
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . .       109,902      109,913
Intangible assets, net. . . . . . . . . . . . . . . . . . . . .         3,434        3,702
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . .         2,753        1,606
                                                                 ------------  -----------
    Total assets. . . . . . . . . . . . . . . . . . . . . . . .  $    297,652  $   332,888
                                                                 ============  ===========
</TABLE>

                        See notes to consolidated financial statements.


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

(in thousands)                                                     April 5,     January 5,
                                                                     2005          2005
                                                                 ------------  ------------
<S>                                                              <C>           <C>
                                                                  (Restated-
                                                                  Unaudited)
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of notes payable. . . . . . . . . . . . . . . .  $          -  $       912
Short-term borrowings . . . . . . . . . . . . . . . . . . . . .         1,584       20,153
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . .        56,938       72,656
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . .         3,030        3,490
Employee compensation and benefits. . . . . . . . . . . . . . .         6,991        8,245
Accrued restructuring and severance charges . . . . . . . . . .         5,096        7,585
Other current liabilities . . . . . . . . . . . . . . . . . . .         7,122        6,778
                                                                 ------------  ------------
      Total current liabilities . . . . . . . . . . . . . . . .        80,761      119,819
                                                                 ------------  ------------

Notes payable, less current portion . . . . . . . . . . . . . .             -          250
Deferred income taxes . . . . . . . . . . . . . . . . . . . . .         1,503           97
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
    (13,341 and 13,188 shares issued at April 5, 2005 and
    January 5, 2005, respectively). . . . . . . . . . . . . . .           133          132
  Paid-in capital . . . . . . . . . . . . . . . . . . . . . . .        87,229       85,231
  Accumulated other comprehensive income (loss) . . . . . . . .            24          (78)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . .       136,748      136,183
                                                                 ------------  ------------
                                                                      224,134      221,468
  Less treasury stock, at cost ( 778 shares at April 5, 2005
    and January 5, 2005). . . . . . . . . . . . . . . . . . . .         8,746        8,746
                                                                 ------------  ------------
      Total equity. . . . . . . . . . . . . . . . . . . . . . .       215,388      212,722
                                                                 ------------  ------------
      Total liabilities and equity. . . . . . . . . . . . . . .  $    297,652  $   332,888
                                                                 ============  ============
</TABLE>

                            See notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

(in thousands,except earnings per share data)     Three Months Ended
                                               ------------------------
                                                April 5,     April 5,
                                                  2005         2004
                                               -----------  -----------
                                               (Restated)
<S>                                            <C>          <C>
Net sales and service revenues:
  Sales-equipment, supplies and leasing . . .  $   111,243  $  124,599
  Service . . . . . . . . . . . . . . . . . .       54,589      30,615
                                               -----------  -----------
    Total net sales and service revenues. . .      165,832     155,214
                                               -----------  -----------

Cost of sales and service:
  Sales-equipment, supplies and leasing . . .      102,424     114,573
  Service . . . . . . . . . . . . . . . . . .       40,592      22,272
                                               -----------  -----------
    Total cost of sales and service:. . . . .      143,016     136,845
                                               -----------  -----------
      Gross profit. . . . . . . . . . . . . .       22,816      18,369
                                               -----------  -----------

Operating expenses:
  Selling, general and administrative . . . .       19,108      12,967
  Rent expense. . . . . . . . . . . . . . . .          936         768
  Depreciation. . . . . . . . . . . . . . . .        1,201         889
  Amortization. . . . . . . . . . . . . . . .          268          40
  Restructuring and severance charges . . . .          132           -
                                               -----------  -----------
      Total operating expenses. . . . . . . .       21,645      14,664
                                               -----------  -----------

Income from operations. . . . . . . . . . . .        1,171       3,705
                                               -----------  -----------

Other expense (income):
  Interest , net. . . . . . . . . . . . . . .          221         (12)
  Other . . . . . . . . . . . . . . . . . . .            1           2
                                               -----------  -----------
      Total other expense (income). . . . . .          222         (10)
                                               -----------  -----------

Income before income tax. . . . . . . . . . .          949       3,715
Income tax expense. . . . . . . . . . . . . .          384       1,439
                                               -----------  -----------
Net income. . . . . . . . . . . . . . . . . .  $       565  $    2,276
                                               ===========  ===========

Weighted average shares outstanding:
  Basic . . . . . . . . . . . . . . . . . . .       12,469      12,231
                                               ===========  ===========
  Diluted . . . . . . . . . . . . . . . . . .       12,717      12,401
                                               ===========  ===========

Earnings per common share:
  Basic . . . . . . . . . . . . . . . . . . .  $      0.05  $     0.19
                                               ===========  ===========
  Diluted . . . . . . . . . . . . . . . . . .  $      0.04  $     0.18
                                               ===========  ===========
</TABLE>

                 See notes to consolidated financial statements.


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

(in thousands)                                              Three Months Ended
                                                         ------------------------
                                                          April 5,     April 5,
                                                            2005         2004
                                                         -----------  -----------
                                                         (Restated)
<S>                                                      <C>          <C>
Net income . . . . . . . . . . . . . . . . . . . . . .   $       565  $     2,276
Other comprehensive income:
  Foreign currency translation adjustment, net of tax.           102            -
                                                         -----------  -----------

 Comprehensive income. . . . . . . . . . . . . . . . .   $       667  $     2,276
                                                         ===========  ===========
</TABLE>

                 See notes to consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                               POMEROY IT SOLUTIONS, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (UNAUDITED)

(in thousands)                                                     Three Months Ended
                                                               -------------------------
                                                                April 5,      April 5,
                                                                  2005          2004
                                                               -----------  ------------
                                                               (Restated)
<S>                                                            <C>          <C>
Cash flows from operating activities:
  Net income. . . . . . . . . . . . . . . . . . . . . . . . .  $      565   $     2,276
  Adjustments to reconcile net income to net cash
    from operating activities:
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . .       1,201           889
  Amortization. . . . . . . . . . . . . . . . . . . . . . . .         268            40
  Restructuring and severance charges . . . . . . . . . . . .         132             -
  Deferred income taxes . . . . . . . . . . . . . . . . . . .       2,126           197
  Loss on sale of fixed assets. . . . . . . . . . . . . . . .           1             3
Changes in working capital accounts, net of
    effects of acquisitions:
    Accounts receivable . . . . . . . . . . . . . . . . . . .      21,740        14,480
    Inventories . . . . . . . . . . . . . . . . . . . . . . .         350        (9,932)
    Prepaids. . . . . . . . . . . . . . . . . . . . . . . . .       1,804           225
    Net investment in leases. . . . . . . . . . . . . . . . .         226          (281)
    Accounts payable. . . . . . . . . . . . . . . . . . . . .     (15,718)          564
    Deferred revenue. . . . . . . . . . . . . . . . . . . . .        (460)         (906)
    Income tax payable. . . . . . . . . . . . . . . . . . . .      (2,213)          363
    Employee compensation and benefits. . . . . . . . . . . .      (1,254)        1,345
    Other, net. . . . . . . . . . . . . . . . . . . . . . . .      (3,835)          201
                                                               -----------  ------------
  Net operating activities. . . . . . . . . . . . . . . . . .       4,933         9,464
                                                               -----------  ------------
Cash flows from investing activities:
  Capital expenditures. . . . . . . . . . . . . . . . . . . .        (325)         (251)
  Proceeds from sale of fixed assets. . . . . . . . . . . . .           6             -
  Purchases of certificates of deposit. . . . . . . . . . . .         (15)       (1,506)
  Acquisition of businesses, net of
    cash acquired . . . . . . . . . . . . . . . . . . . . . .        (547)         (438)
                                                               -----------  ------------
  Net investing activities. . . . . . . . . . . . . . . . . .        (881)       (2,195)
                                                               -----------  ------------
Cash flows from financing activities:
  Payments of notes payable . . . . . . . . . . . . . . . . .        (662)         (662)
  Proceeds from exercise of stock options
    and related tax benefit . . . . . . . . . . . . . . . . .       1,999           320
  Payments of short-term borrowings . . . . . . . . . . . . .     (18,569)            -
                                                               -----------  ------------
  Net financing activities. . . . . . . . . . . . . . . . . .     (17,232)         (342)
                                                               -----------  ------------
Effect of exchange rate changes on cash and cash equivalents.         102             -
                                                               -----------  ------------
Change in cash and cash equivalents . . . . . . . . . . . . .     (13,078)        6,927
Cash and cash equivalents:
  Beginning of period . . . . . . . . . . . . . . . . . . . .      13,108        37,183
                                                               -----------  ------------
  End of period . . . . . . . . . . . . . . . . . . . . . . .  $       30   $    44,110
                                                               -----------  ------------
</TABLE>

                 See notes to consolidated financial statements.


                                        6
<PAGE>
                           POMEROY IT SOLUTIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   Basis  of  Presentation

     The  consolidated  financial  statements  have  been prepared in accordance
     with  accounting  principles  generally  accepted  in  the United States of
     America  ("US  GAAP")  for  interim  financial  information  and  with  the
     instructions  to  Form  10-Q and Rule 10-01 of Regulation S-X. Accordingly,
     they  do  not  include  all of the information and footnotes required by US
     GAAP  for  complete financial statements. Except as disclosed herein, there
     has  been  no  material change in the information disclosed in the notes to
     consolidated  financial  statements included in the Company's Annual Report
     on  Form  10-K  and  Form 10-K/A for the year ended January 5, 2005. In the
     opinion  of  management,  all  adjustments  (consisting of normal recurring
     accruals)  necessary  for  a  fair presentation of the interim periods have
     been made. The results of operations for the three-month period ended April
     5,  2005 are not necessarily indicative of the results that may be expected
     for  future  interim  periods  or  for  the  year  ending  January 5, 2006.

2.   Recent  Accounting  Pronouncements

     In  November  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
     issued  SFAS No. 151, "Inventory Costs, an Amendment of ARB No. 43, Chapter
     4."  SFAS  No.  151 retains the general principle of ARB No. 43, Chapter 4,
     "Inventory  Pricing,"  that  inventories are presumed to be stated at cost;
     however,  it  amends  ARB  No.  43 to clarify that abnormal amounts of idle
     facilities,  freight,  handling  costs and spoilage should be recognized as
     current  period  expenses. Also, SFAS No. 151 requires fixed overhead costs
     be  allocated  to  inventories  based  on  normal  production capacity. The
     guidance  in  SAFS No. 151 is effective for inventory costs incurred during
     fiscal  years  beginning  after  June  15,  2005. The Company believes that
     implementing  SFAS  No.  151  should  not  have  any material impact on its
     financial  condition,  results  of  operations  or  cash  flows.

     In  December  2004,  the  FASB  issued  SFAS  No.  123  (revised  2004),
     "Share-Based  Payment"  ("SFAS  123R"),  which  replaces  SFAS  No.  123,
     "Accounting  for  Stock-Based Compensation" ("SFAS 123") and supersedes APB
     Opinion  No.  25,  "Accounting  for  Stock  Issued to Employees." SFAS 123R
     requires  all  share-based  payments  to  employees,  including  grants  of
     employee  stock options, to be recognized in the financial statements based
     on  their fair values, beginning with the first interim or annual period of
     an  entity's  first  fiscal  year beginning after June 15, 2005, with early
     adoption  encouraged.  The Company expects to adopt SFAS No. 123R effective
     January  6, 2006. The pro forma disclosures previously permitted under SFAS
     123  no  longer  will be an alternative to financial statement recognition.
     Under  SFAS  123R, we must determine the appropriate fair value model to be
     used  for  valuing  share-based  payments,  the  amortization  method  for
     compensation cost and the transition method to be used at date of adoption.

     SFAS  No.  123R  will  apply  to  awards granted or modified by the Company
     after  January  5,  2006. Compensation cost will also be recorded for prior
     option grants that vest after that date. The effect of adopting SFAS 123 on
     the  Company's  consolidated results of operations will depend on the level
     of  future  option grants and the fair value of the options granted at such
     future  dates,  as well as the vesting periods provided by such awards and,
     therefore,  cannot  currently  be  estimated.  We  are  evaluating  the
     requirements  of  SFAS  123R  and  have  not  yet  determined the method of
     adoption  or  the  effect of adopting SFAS 123R, and we have not determined
     whether the adoption will result in amounts that are similar to the current
     pro  forma  disclosures  under  SFAS  123.


                                        7
<PAGE>
3.   Cash  and  Short-Term  Borrowings

     The  Company  has  a  $165.0  million  Syndicated Credit Facility Agreement
     with  GE  Commercial  Distribution  Finance.  The  credit  facility  has  a
     three-year  term  and its components include a maximum of $75.0 million for
     inventory  financing  as  described  above  and  a revolver, collateralized
     primarily  by  accounts  receivable,  of  up  to $110.0 million. The credit
     facility  also  provides  a  letter  of  credit  facility  of $5.0 million.
     Interest  on  outstanding  borrowings  under the credit facility is payable
     monthly  based  on  the LIBOR rate and a pricing grid. This credit facility
     expires  June  28,  2007.

     The  Company  maintains  a  sweep  account with its bank whereby daily cash
     receipts  are  automatically  transferred  as  payment  towards  balances
     outstanding  under  the Company's credit facility. As of April 5, 2005, the
     Company  had  an outstanding balance under the Company's credit facility of
     $1.6 million. As of January 5, 2005, the Company had an outstanding balance
     under  the  Company's  credit  facility  of  $20.2  million.

     Under  the  terms  of  the  credit  facility, Pomeroy is subject to various
     financial  covenants  including  maintenance of a minimum level of tangible
     net  worth,  a minimum fixed charge coverage ratio , maximum ratio of total
     funded  indebtedness  to  EBITDA,  and  a maximum net loss after tax. As of
     April  5,  2005,  Pomeroy was in compliance with those financial covenants.

4.   Stock-Based  Compensation

     The  Company  accounts  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  of  the  awards  at the grant date
     consistent  with the provisions of SFAS No. 123, as amended by SFAS No.148,
     "Accounting  for  Stock-Based  Compensation-Transition and Disclosure," the
     Company's  net income and earnings per share would have been reduced to the
     pro  forma  amounts  indicated  below:

<TABLE>
<CAPTION>
     (in thousands, except per                       Three Months Ended April 5,
     share amounts)                                     2005            2004
                                                   --------------  ---------------
                                                     (Restated)
<S>                                                <C>             <C>
     Net income - as reported                      $         565   $         2,276
     Stock-based compensation expense-net of tax           1,092               539
                                                   --------------  ---------------
     Net income - pro forma                        $        (527)  $         1,737
                                                   ==============  ===============
     Net income per common share - as reported
       Basic                                       $        0.05   $          0.19
                                                   ==============  ===============
       Diluted                                     $        0.04   $          0.18
                                                   ==============  ===============
     Net income per common share - pro forma
       Basic                                       $       (0.04)  $          0.14
                                                   ==============  ===============
       Diluted                                     $       (0.04)  $          0.14
                                                   ==============  ===============
</TABLE>


                                        8
<PAGE>
5.   Earnings  per  Common  Share

     The  following  is  a  reconciliation  of  the number of shares used in the
     basic  EPS  and  diluted  EPS computations:

<TABLE>
<CAPTION>
(in thousands, except per share data)           Three Months Ended April 5,
                                        ----------------------------------------
                                                2005                 2004
                                        -------------------  -------------------
                                                 Per Share            Per Share
                                        Shares    Amount     Shares    Amount
                                        ------  -----------  ------  -----------
                                                (Restated)
<S>                                     <C>     <C>          <C>     <C>
         Basic EPS                      12,469  $     0.05   12,231  $     0.19
         Effect of dilutive
           stock options                   248       (0.01)     170       (0.01)
                                        ------  -----------  ------  -----------
         Diluted EPS                    12,717  $     0.04   12,401  $     0.18
                                        ======  ===========  ======  ===========
</TABLE>

6.   Goodwill  and  Long-Lived  Assets

     Intangible  assets  with  definite  lives  are  amortized  using
     straight-line  and  accelerated  methods over their estimated useful lives.
     The  following  table provides a summary of the Company's intangible assets
     with  definite  lives  as  of  April  5,  2005  and  January  5,  2005:

<TABLE>
<CAPTION>
     (in thousands)                    Gross                      Net       Gross                      Net
                                     Carrying    Accumulated   Carrying   Carrying    Accumulated   Carrying
                                      Amount    Amortization    Amount     Amount    Amortization    Amount
                                     4/5/2005     4/5/2005     4/5/2005   1/5/2005     1/5/2005     1/5/2005
                                     -----------------------------------  -----------------------------------
<S>                                  <C>        <C>            <C>        <C>        <C>            <C>
     Amortized intangible assets:
       Covenants not-to-compete      $   2,024  $       1,805  $     219  $   2,024  $       1,769  $     255
       Customer lists                    2,877            748      2,129      2,877            559      2,318
       Other Intangibles                 1,200            114      1,086      1,200             71      1,129
                                     ---------  -------------  ---------  ---------  -------------  ---------
       Total amortized intangibles   $   6,101  $       2,667  $   3,434  $   6,101  $       2,399  $   3,702
                                     =========  =============  =========  =========  =============  =========
</TABLE>

     Amortized  intangible  assets  are  being  amortized  over  periods ranging
     from 1 to 15 years for covenants not-to-compete, 7 to 15 years for customer
     lists  and  7  years  for other intangibles. For the quarter ended April 5,
     2005,  amortization expense related to intangible assets was $268 thousand.
     For  the  quarter  ended  April  5,  2004,  amortization expense related to
     intangible  assets  was  $40  thousand.

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

<TABLE>
<CAPTION>
     (in thousands)
     Fiscal Years:
<S>                  <C>     <C>
     2005            $  496  April 6, 2005 - January 5, 2006
     2006               543
     2007               504
     2008               461
     2009               421
     2010 +           1,009
                     ------
     Total           $3,434
                     ======
</TABLE>

     The  change  in  the  net  carrying amount of goodwill for the three months
     ended  April  5,  2005  is  as  follows:


                                        9
<PAGE>
<TABLE>
<CAPTION>
<S>                                               <C>
     (in thousands)
     Net carrying amount as of 1/5/05             $109,913
     Net goodwill recorded during first quarter        (11)
                                                  ---------
     Net carrying amount as of 4/5/05             $109,902
                                                  =========
</TABLE>

7.   Supplemental  Cash  Flow  Disclosures

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

<TABLE>
<CAPTION>
(in thousands)                                  Three Months Ended April 5,
                                              -------------------------------
                                                   2005            2004
                                              --------------  ---------------
<S>                                           <C>             <C>
         Interest paid                        $         286   $            88
                                              ==============  ===============
         Income taxes paid                    $         527   $           978
                                              ==============  ===============
         Adjustments to purchase price
           of acquisition assets and goodwill $        (558)  $            92
                                              ==============  ===============

         Business combinations accounted for
         as purchases:
           Assets acquired                    $         547   $           438
           Liabilities assumed                            -                 -
                                              --------------  ---------------
           Net cash paid                      $         547   $           438
                                              ==============  ===============
</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.

9.   Segment  Information

     Effective  in  the  fourth  quarter  of  2005,  the  Company re-aligned its
     business  segments  and operating segments into one business segment, which
     includes  both  product  and  service  offerings.  The  Company follows the
     provisions  of  SFAS  No. 131, "Disclosures about Segments of an Enterprise
     and  Related  Information."  This  statement  establishes standards for the
     reporting  of  information  about  operating segments in annual and interim
     financial  statements.  Operating  segments are defined as components of an
     enterprise  for  which  separate financial information is available that is
     evaluated  regularly  by  the chief operating decision maker(s) in deciding
     how  to  allocate  resources  and  in  assessing performance. The Company's
     operating  segments have similar economic characteristics and therefore can
     be  aggregated  into  one reporting segment. Two or more operating segments
     may  be  aggregated  into  a  single  operating segment if the segments are
     similar  in each of the following areas: (1) the nature of the products and
     services  (2)  the nature of the production processes (3) the type of class
     of  customer  for  the  products  and  service  and  (4)  the nature of the
     regulatory  environment.

     Prior  to  fiscal  year  2005,  the  Company  disclosed  three  reporting
     segments:  products,  services  and leasing. Monthly income statements were
     generated  and  reviewed  by  management  for both the products and service
     businesses for decision making purposes. The segment reporting (product and
     services)  are  no  longer  reviewed  by  management  on  a


                                       10
<PAGE>
     regular  basis  and  required  significant  manual  work  to  develop  the
     information  solely  for  quarterly  external financial statement reporting
     purposes.

     During  the  fourth  quarter  of  2005,  the  Company  realigned  its
     management  and  reporting  responsibilities  into functional lines: Sales,
     Service  Operations,  Finance  and Administrative. The Company also aligned
     sales  and  service  delivery  into  five  domestic  geographic regions and
     finance  and  administration is centralized. Each of the geographic regions
     sell  both  products  and  services  and each geographic region has similar
     economic  characteristics.  As  a  result  the  Company  now  reports  one
     reportable  segment  and the information in this report has been revised to
     reflect  the  Company's  current  segment  reporting.

10.  Reclassifications

     Certain  reclassifications  of  prior  period  amounts  have  been  made to
     conform  to  the  current  period  presentation.

11.  Restructuring  and  Severance  Charges

     During the first quarter of 2005, the Company recorded severance charges of
     $0.1  million  resulting  from  the  realignment  of  the  structure of the
     Company's  internal  organization.

     During  the  third  quarter  of  2004, in connection with certain strategic
     initiatives,  the  Company  recorded  restructuring  and  severance charges
     aggregating  $1.0  million.  The  restructuring  and  severance  charge was
     associated  with legacy Pomeroy costs of facilities and processes that have
     or  will  become  duplicative  or  redundant  as  Alternative  Resources
     Corporation ("ARC") operations are integrated into the Company. These costs
     consisted  of facility closing and involuntary employee reduction severance
     costs  of  $576  thousand and $400 thousand, respectively. These costs were
     accounted  for under FAS 146, "Accounting for Costs Associated with Exit or
     Disposal  Activities,"  and  were  included  as  a charge to the results of
     operations  for  the  three  and  nine-month periods ended October 5, 2004.
     Going  forward,  any  changes  to  the estimates of executing the currently
     approved  plans  of  restructuring  will be reflected in current results of
     operations.

     The  Company  also  recorded  during  the  third  quarter  of  2004  a
     non-recurring,  one-time  charge  for  severance  in  the  amount of $1.447
     million  related  to  the  resignation  of  founder and former CEO David B.
     Pomeroy II. Mr. Pomeroy will continue to serve as Chairman of the Board and
     as  a  consultant.

     As  of  April  5,  2005,  the  restructuring  and  severance charge accrual
     consisted  of  the  following:

<TABLE>
<CAPTION>
                               Total Initial    Cash             Accrued balance
     (in thousands)            Accrual          payments         at April 5, 2005
                               ----------------------------------------------------
<S>                            <C>              <C>              <C>
     Severance                 $         1,979  $       (1,670)  $              309
     Facility consolidations               576            (295)                 281
                               ----------------------------------------------------
                               $         2,555  $       (1,965)  $              590
                               ====================================================
</TABLE>

     Also,  the  Company's  management  recorded  a  restructuring  charge
     liability  in  connection  with  the  ARC  acquisition to eliminate certain
     duplicative  activities  and  reduced  facility  requirements. As a result,
     approximately  $6.4  million  of  costs  were  recorded  as  part  of  the
     liabilities  assumed in the ARC acquisition in July 2004. The restructuring
     charge  consisted of costs of vacating duplicative leased facilities of ARC
     and  severance  costs  associated  with exiting activities. These costs are
     accounted  for  under  EITF  95-3,  "Recognition  of  Liabilities  in


                                       11
<PAGE>
     Connection  with  Purchase  Business  Combinations."  These  costs  were
     recognized  as a liability assumed in the purchase business combination and
     included  in  the  allocation  of  the  cost to acquire ARC. Changes to the
     estimates  of  executing  the  currently  approved  plans  of restructuring
     through  July  23,  2005  will  be  recorded  as an increase or decrease in
     goodwill  with any increases in estimates thereafter charged to operations.

<TABLE>
<CAPTION>
                               Total Initial   Cash        Liability balance
     (in thousands)            Liability       payments    at April 5, 2005
                               ----------------------------------------------
<S>                            <C>             <C>         <C>
     Severance                 $        2,682  $  (1,786)  $              896
     Facility consolidations            3,715       (327)               3,388
                               ----------------------------------------------
                               $        6,397  $  (2,113)  $            4,284
                               ==============================================
</TABLE>

     Additionally,  as  part  of  the  acquisition  of ARC, the Company acquired
     the remaining obligations of ARC's existing restructuring plans, which were
     initially  recorded  by  ARC  in  fiscal  2003  and  fiscal 2002. The total
     obligations  assumed  in connection with these restructuring plans was $2.1
     million  at  July  23,  2004.

     As  of  April  5,  2005,  the  balance  of  the  ARC fiscal 2003 and fiscal
     2002  accrued  restructuring  costs  recorded  consisted  of the following:

<TABLE>
<CAPTION>
       (in thousands)

       Fiscal 2003 Restructuring Charge
                                          Total Accrual as   Cash        Balance at
                                          of 7/23/04         payments    April 5, 2005
                                          ---------------------------------------------
<S>                                       <C>                <C>         <C>
       Severance                          $             647  $    (642)  $            5
                                          ---------------------------------------------
                                          $             647  $    (642)  $            5
                                          =============================================
</TABLE>

<TABLE>
<CAPTION>
       Fiscal 2002 Restructuring Charge
                                         Total Accrual as   Cash        Balance at
                                         of 7/23/04         payments    April 5, 2005
                                         ---------------------------------------------
<S>                                      <C>                <C>         <C>
       Facility consolidations           $             756  $    (573)  $          183
       Other charges                                   696       (662)              34
                                         ---------------------------------------------
                                         $           1,452  $  (1,235)  $          217
                                         =============================================
</TABLE>


                                       12
<PAGE>
12.  Restatement

In our Form 10-Q/A dated June 21, 2005, we identified errors in our consolidated
financial  statements  related to under-accrued payroll and subcontractor costs.
Subsequent  to the filing on June 21, 2005, we have identified further errors in
our  consolidated  financial  statements  related  to  service  revenue and cost
calculations.  In  addition,  the Company has reviewed and adjusted depreciation
expense  related  to  internal  use  software.

The following table sets forth the consolidated statement of income and selected
balance  sheet  data previously reported on Form 10-Q and Form 10-Q/A (Amendment
No.1)  for  the  quarter  ended  April  5,  2005,  and  the  restated  amounts:

Pomeroy IT Solutions, Inc.
Consolidated Statement of Income
Three months ended April 5, 2005
(in thousands, except earnings per share data)

<TABLE>
<CAPTION>
                                      As originally     As restated       As restated
                                         reported     amendment no. 1   amendment no. 2
                                      --------------  ----------------  ----------------
<S>                                   <C>             <C>               <C>
Total net sales and service revenues  $      165,590  $        165,590  $        165,832
Total cost of sales and service              139,733           141,154           143,016
                                      --------------  ----------------  ----------------
Gross profit                                  25,857            24,436            22,816
Total operating expenses                      20,770            21,273            21,645
                                      --------------  ----------------  ----------------
Income from operations                         5,087             3,163             1,171
Total other expense                              221               221               222
                                      --------------  ----------------  ----------------
Income before income tax                       4,866             2,942               949
Income tax expense                             1,971             1,192               384
                                      --------------  ----------------  ----------------
Net income                            $        2,895  $          1,750  $            565
                                      ==============  ================  ================

Earnings per share:
Basic                                 $         0.23  $           0.14  $           0.05
                                      ==============  ================  ================
Diluted                               $         0.23  $           0.14  $           0.04
                                      ==============  ================  ================
</TABLE>

<TABLE>
<CAPTION>
Pomeroy IT Solutions, Inc.
Selected Consolidated Balance Sheet Data
As of April 5, 2005
(in thousands)
                              As originally     As restated       As restated
                                reported      amendment no. 1   amendment no. 2
                              --------------  ----------------  ----------------
<S>                           <C>             <C>               <C>
Total current assets          $      161,714  $        161,714  $        164,593
                              --------------  ----------------  ----------------
Total assets                  $      294,961  $        294,961  $        297,652
                              ==============  ================  ================

Total current liabilities     $       76,868  $         78,013  $         80,761
Total long-term liabilities              375               375             1,503
Total equity                         217,718           216,573           215,388
                              --------------  ----------------  ----------------
Total liabilities and equity  $      294,961  $        294,961  $        297,652
                              ==============  ================  ================
</TABLE>


                                       13
<PAGE>
13.  Subsequent  Events

On  November  15, 2005, the Company disclosed that it was unable to complete its
financial  statements  for  the  third  quarter  of  fiscal  2005 because it has
identified  errors relating to service billing and cost calculations. The errors
relate  to problems with new IT systems and processes for services revenues that
were implemented during the latter part of the first quarter of fiscal 2005. The
new  IT systems converted and integrated the prior systems and processes used by
the  Company  and  Alternative  Resources  Corporation,  the  services  business
acquired  by  the  Company  during  fiscal  2004.

On  November  23, 2005, the Company received a Nasdaq Staff Determination notice
from  the  Nasdaq  Listing Qualifications Department that the Company was not in
compliance  with  the  continued  listing  requirements of NASD Marketplace Rule
4310(c)(14).  The  Company  requested  a  hearing  before  the  Nasdaq  Listing
Qualifications  Hearings  Panel (the "Panel") to review the Staff Determination,
which  was  held  on December 22, 2005.  As a result of that hearing, on January
30,  2006,  the  Company  received  a  decision letter from Nasdaq informing the
Company  that  the Panel determined to grant the Company's request for continued
listing  on  The  Nasdaq  National  Market  provided  that the Company filed its
quarterly  report  on Form 10-Q for the period ended October 5, 2005 (the "Third
Quarter  Form  10-Q")  and  all  required  restatements,  by  February 28, 2006.

On  February  17,  2006,  in accordance with the Company's Plan submitted to the
Panel,  the  Company  notified  the  Panel  that  Pomeroy's  Audit Committee had
concluded  that  the financial statements for the Company's quarters ended April
5,  2005  and July 5, 2005 should be restated and requested that the Panel grant
an  additional  extension  of  time  to  file  the  Third  Quarter Form 10-Q and
restatements.  On  February  23,  2006,  the  Company  reported  on Form 8-K the
conclusion  of  the  Audit  Committee  that  the  financial  statements  for the
Company's  quarters ended April 5, 2005 and July 5, 2005 should be restated.  On
February  28, 2006, the Company received a decision letter from Nasdaq informing
the  Company  that  the  Panel  determined  to  grant  the Company's request for
continued  listing on The Nasdaq National Market provided that the Company files
the Third Quarter Form 10-Q and all required restatements by March 31, 2006.  In
order to fully comply with the terms of this exception, the Company must provide
prompt notification to the Panel of any significant events that occur during the
exception  period and demonstrate compliance with all requirements for continued
listing  on  The  Nasdaq  National  Market.  If the Company fails to satisfy the
terms  of  the  exception,  its  securities  may  be  delisted.


                                       14
<PAGE>
     ITEM  2-MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

Restatement

This section has been updated to give effect to the restatements as discussed in
Note  12  to  the Notes to Consolidated Financial Statements included in Item 1.


         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.


                                       15
<PAGE>
RESULTS  OF  OPERATIONS
The  following  table  sets  forth for the periods presented information derived
from  our  consolidated  statements  of  income expressed as a percentage of net
sales  and  service  revenues:

<TABLE>
<CAPTION>
                                              Percentage of Net Sales and
                                                   Service Revenues
Financial Results                             Three months ended April 5,
------------------------------------------  --------------  ---------------
                                                 2005            2004
                                            --------------  ---------------
                                              (Restated)
<S>                                         <C>             <C>
Net sales and service revenues:
  Sales-equipment, supplies and leasing              67.1%            80.3%
  Service                                            32.9%            19.7%
                                            --------------  ---------------
    Total net sales and service revenues            100.0%           100.0%
                                            ==============  ===============

Cost of sales and service:
  Sales-equipment, supplies and leasing              61.7%            73.8%
  Service                                            24.5%            14.3%
                                            --------------  ---------------
    Total cost of sales and service                  86.2%            88.1%
                                            ==============  ===============

Gross profit                                         13.8%            11.9%
                                            ==============  ===============

Operating expenses:
  Selling, general and administrative                11.5%             8.4%
  Rent                                                0.6%             0.5%
  Depreciation                                        0.7%             0.6%
  Amortization                                        0.2%             0.0%
  Restructuring and severance charges                 0.1%             0.0%
                                            --------------  ---------------
    Total operating expenses                         13.1%             9.5%
                                            ==============  ===============

Income from operations                                0.7%             2.4%
                                            --------------  ---------------
Net other expense                                     0.1%             0.0%
                                            ==============  ===============

Income before income tax                              0.6%             2.4%
Income tax expense                                    0.3%             0.9%
                                            --------------  ---------------
Net income                                            0.3%             1.5%
                                            ==============  ===============
</TABLE>


                                       16
<PAGE>
                           POMEROY IT SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TOTAL  NET  SALES  AND  SERVICE  REVENUES.  Total net sales and service revenues
increased  $10.6  million,  or  6.8%,  to $165.8 million in the first quarter of
fiscal  2005  from  $155.2 million in the first quarter of fiscal 2004.  Product
sales  decreased $13.4 million, or 10.7%, to $111.2 million in the first quarter
of  fiscal  2005  from $124.6 million in the first quarter of fiscal 2004.  This
decrease  is  due  to the pace of IT spending in the later portion of our fiscal
quarter  whereby  multiple  projects  were  slowed or delayed.  Service revenues
increased  $24.0  million,  or  78.4%,  to  54.6 million in the first quarter of
fiscal  2005  from $30.6 million in the first quarter of fiscal year 2004.  This
increase  is  primarily  due  to  the  acquisition  of  Alternative  Resources
Corporation  ("ARC")  on  July  23,  2004.

GROSS PROFIT. Gross profit increased $4.4 million, or 23.9%, to $22.8 million in
the  first  quarter  of  fiscal  2005 from $18.4 million in the first quarter of
fiscal  2004.  The increase resulted primarily from increases in service revenue
as  a  result  of  the  acquisition  of  ARC.  Gross  profit, as a percentage of
revenue,  increased  to 13.8% in the first quarter of fiscal 2005 as compared to
11.9%  in  the  first  quarter  of  fiscal  2004.  The  increase in gross margin
percentage  resulted  primarily  from  a  change  in  product/service  mix.  The
product/service  mix  change  can  be attributed to an increase in higher margin
service  revenue  as  a  result  of  the  acquisition of ARC.  Going forward the
Company  will  continue  to  be  aggressive  in its pricing in order to increase
market  share, which could have an unfavorable impact on overall gross margin in
the  future.   The  Company expects to continue increasing the breadth and depth
of  its offerings, which will have a continued favorable impact on gross margin.
Factors that may have an impact on gross margin in the future include changes in
personnel  utilization  rates,  the  mix of products sold and services provided,
start-up  costs  on  large  service  contracts,  a  change  in  unit prices, the
percentage  of  sales with lower-margin customers, and the Company's decision to
aggressively  price  certain  products  and  services.

OPERATING  EXPENSES.  Selling,  general  and  administrative expenses (including
rent  expense) expressed as a percentage of total net sales and service revenues
increased  to  12.1%  in the first quarter of fiscal 2005 from 8.9% in the first
quarter  of  fiscal 2004.  Total operating expenses expressed as a percentage of
total  net sales and service revenues increased to 13.1% in the first quarter of
fiscal  2005  from  9.5% in the first quarter of fiscal 2004.  The increases are
primarily  attributable  to  increased  payroll  costs  and  related  benefits,
resulting  from  the  acquisition  of  ARC  in  2004.

INCOME  FROM  OPERATIONS.  Income  from  operations  decreased  $2.5 million, or
67.6%,  to $1.2 million in the first quarter of fiscal 2005 from $3.7 million in
the  first  quarter  of fiscal 2004. The Company's operating margin decreased to
0.7%  in  the  first  quarter  of  fiscal  2005 as compared to 2.4% in the first
quarter  of  fiscal  2004.  This  decrease  is  primarily due to the increase in
operating  expenses.

INTEREST  INCOME/EXPENSE.  Net  interest  expense  was $0.2 million during first
quarter  of  fiscal  2005  as  compared to net interest income of $0.012 million
during  first quarter of fiscal 2004.  This increase in net interest expense was
a  result  of increased borrowings under our credit facility relating to the ARC
acquisition  and  lower  interest  rates  on  invested  funds.

INCOME  TAXES.  The  Company's  effective income tax rate was 40.5% in the first
quarter  of  fiscal  2005 compared to 38.7% in the first quarter of fiscal 2004.
This  increase was principally related to the increase in state and local income
taxes.

NET  INCOME. Net income decreased $1.7 million, or 73.9%, to $0.6 million in the
first three months of fiscal 2005 from $2.3 million in the first three months of
fiscal  2004  due  to  the  factors  described  above.


                                       17
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $4.9 million in the first three months
of  fiscal  2005.  Cash  used  in  investing  activities was $0.9 million, which
included  $0.5  million for prior year acquisitions and $0.3 million for capital
expenditures.  Cash  used  in  financing  activities  was  $17.2  million, which
included  $18.5  million for repayment of short-term borrowings and $0.7 million
for  payments  of notes payable offset by $2.0 million of proceeds from exercise
of  stock  options.

The amount of cash derived from operating activities will vary based on a number
of  business  factors  which  may  change  from time to time, including terms of
available  financing  from  vendors,  downturns in the Company's business and/or
downturns  in  the  businesses of the Company's customers.  However, a growth or
decline  in  services  revenue in conjunction with a change in the proportion of
services revenue to total revenue is an underlying driver of operating cash flow
during  the period of growth because a majority of the Company's service revenue
is  generated  based  upon  the billings of the Company's technicians.  The cash
outlay for these labor/payroll costs is incurred bi-weekly with each pay period.
The  invoicing  for  the service is generated on various billing cycles with the
customers, and the respective cash inflow typically follows within 30 to 60 days
of  invoice  date,  which  may  be  as  long as 60 to 120 days from the time the
services  are  performed.   This  differs  from product revenue in that the time
period  between  the  time  that  the  Company  incurs  the cost to purchase the
products  and  collects  the  revenue  from  its  customer is typically shorter,
usually  from  0  to  60  days, and the Company primarily orders inventory for a
particular  customer  rather  than  stocking  large  amounts  of inventory.  The
Company  anticipates  an  increase  in  service revenue and in the proportion of
service  revenue  to  total  revenue  which,  if  it  occurs,  may  result  in a
significant  decrease  in cash flows from operating activities during periods of
significant  growth  or  periods  of  excess  technical  capacity.  In addition,
certain  services,  primarily outsourcing contracts for the Company's Life Cycle
Services,  require  that  the  Company  maintain  a specific parts inventory for
servicing  the  customer;  thus, an increase or decrease in the type of services
provided  can  impact  inventory  levels  and  operating  cash  flows.

Operating  cash  flows decreased in the first quarter of fiscal 2005 as a result
of  a  number  of  factors,  specifically  related to a decision to aggressively
pursue  cash  discounts  related  to  accounts  payable  and  certain floor plan
arrangements,  and the acquisition of Alternative Resources Corporation ("ARC").
The  Company  consistently  pursues cash discounts that enable to the Company to
reduce  costs  by  pre-paying  or  paying  expenses  earlier than due dates.  In
conjunction  with  the  ARC  acquisition in the latter part of 2004, the Company
eliminated an ARC factoring arrangement with a financial institution, related to
a  specific  customer.  By eliminating this arrangement, the collection on these
specific  receivables  changed  from  credit  terms  of  Net 10 to Net 45, which
exceeds  the  Company's  historical  credit  terms.

A  significant  part  of  the  Company's  inventories are financed by floor plan
arrangements with third parties. At April 5, 2005, these lines of credit totaled
$85.0  million,  including $75.0 million with GE Commercial Distribution Finance
("GECDF")  and  $10.0  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 fifteen-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 interest rate on these arrangements is less
than  1.0%.  The  Company  classifies  amounts  outstanding under the floor plan
arrangements  as  accounts  payable.

The  Company  has  a  $165.0  million  Syndicated Credit Facility Agreement with
GECDF.   The  credit facility has a three-year term and its components include a
maximum  of  $75.0  million  for  inventory  financing  as described above and a
revolving line of credit, collateralized primarily by accounts receivable, of up
to  $110.0 million; provided that the total amount outstanding at any time under
the inventory financing facility and the revolving line of credit may not exceed
$165.0  million.  The  credit facility also provides a letter of credit facility
of  $5.0  million.   The interest rate under the credit facility is based on the
London  InterBank  Offering  Rate  ("LIBOR") and a pricing grid.  As of April 5,
2005  the  adjusted LIBOR rate was 4.87%.  This credit facility expires June 28,
2007.

As  of April 5, 2005, the Company had an outstanding balance under the Company's
credit  facility  of  $1.6  million.  As  of January 5, 2005, the Company had an
outstanding  balance  under the Company's credit facility of $20.2 million.  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


                                       18
<PAGE>
Company  is  subject  to  various financial covenants.  As of April 5, 2005, the
Company  was  not  in  violation  of  any  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 Company anticipates that future acquisitions will be
financed  in  a  similar  manner.

On  October  11,  2004,  the Board of Directors approved the repurchase of up to
100,000 shares of the Company's common stock.  This stock redemption program was
approved  to  remain in place and in full force/effect for a period of one year.

ITEM  3-QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

The  Company  is  exposed  to  interest  rate  risk primarily through its credit
facility  with  GECDF.  Due  to the Company's current cash position, the Company
did  not  experience  a  material  impact  from interest rate risk for the first
quarter  of  fiscal  2005.

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

Evaluation  of  Disclosure  Controls  and  Procedures

The  Company  maintains  disclosure controls and procedures (as defined in Rules
13(a)-15(e)  and  15(d)-15(e) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act")   designed  to  provide  reasonable  assurance  that  the
information  required  to  be  reported in its Exchange Act filings is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified and
pursuant to the regulations of the Securities and Exchange Commission, including
controls  and procedures designed to ensure that this information is accumulated
and  communicated  to  the  Company's  management, including its Chief Executive
Officer  and  Chief Financial Officer, as appropriate, to allow timely decisions
regarding  required  disclosure.  It  should  be noted that, because of inherent
limitations,  the  Company's  disclosure  controls  and procedures, however well
designed  and operated, can provide only reasonable, and not absolute, assurance
that  the  objectives  of  the  disclosure  controls  and  procedures  are  met.

As more fully described in Item 9A of the Company's Annual Report on Form 10-K/A
for  the  year  ended  January  5, 2005, the Company reported that it identified
material  weaknesses in its internal control over financial reporting related to
(1) the accuracy of service billing calculations and revenue recognition related
to  service  activity,  and  (2)  appropriately  applying  generally  accepted
accounting  principles  ensuring the adequacy and completeness of disclosures in
the  consolidated  financial  statements as of January 5, 2005. As a result, the
Company's  management, including its Chief Executive Officer and Chief Financial
Officer, concluded that as of January 5, 2005, the Company's disclosure controls
and  procedures  were not effective at a reasonable level of assurance, based on
the  evaluation  of these controls and procedures required by Exchange Act Rules
13(a)-15(e)  or  15(d)-15(e).

As  a  result  of the identified material weaknesses and subsequently identified
errors  related  service  revenue  and  cost calculations, the Company is taking
steps  to  enhance its internal control over financial reporting in an effort to
prevent  a  recurrence  of  the  errors  which  led  to  the restatements of the
Company's consolidated financial statements for the quarter ended April 5, 2005.
The  Audit  Committee  and  management have discussed the matters in detail with
Pomeroy's  auditor  as  part  of  their  efforts  to  enhance Pomeroy's internal
controls  over  financial  reporting.  Management  has  developed  a  plan  for
addressing  each  of  the material weaknesses; however, as of April 5, 2005, the
material  weaknesses  and subsequently identified errors had not been remediated
and  management  does  not believe all material weaknesses will be remediated by
year  end.  Accordingly, our Chief Executive Officer and Chief Financial Officer
concluded that, as of April 5, 2005, our disclosure controls and procedures were
not  effective in providing reasonable assurance that information required to be
disclosed by us in reports we file or submit under the Exchange Act is recorded,
processed,


                                       19
<PAGE>
summarized and reported within the time periods specified in the SEC's forms and
rules.  Despite  the material weaknesses and subsequently identified errors, the
financial statements reported on Form 10-Q for the fiscal quarter ended April 5,
2005,  fairly  present,  in  all  material  respects, the consolidated financial
condition  and  results  of  operations  of  the Company for the fiscal quarters
presented.

Changes  in  Internal  Control  Over  Financial  Reporting

Pomeroy IT Solutions, Inc. acquired Alternative Resources Corporation ("ARC") in
July  of 2004. As previously disclosed in the Company's Form 10-K/A for the year
ended  January 5, 2005, ARC, whose core competency was the staffing of technical
resources  for  customers, was excluded from management's assessment of internal
control  over  financial reporting. During the three-month period ended April 5,
2005,  the  integration  of  the two companies was substantially completed. This
integration  involved  implementing  a  packaged  resource  management job order
application,  and  interfacing  it  with  Pomeroy's financial and payroll legacy
systems.   As  of  April  5, 2005, this system had not been fully tested from an
internal  control  perspective.  However,  management  believes  that testing of
these  controls  may  reveal  material  weaknesses.


                                       20
<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-UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On  October  11,  2004,  the Board of Directors approved the repurchase of up to
100,000 shares of the Company's common stock.  This stock redemption program was
approved  to  remain in place and in full force/effect for a period of one year.

                               Issuer Purchases of Equity Securities

<TABLE>
<CAPTION>
                                                       (c) Total number of  (d) Maximum number
                                      (b) Average      shares purchased     of shares that may
                 (a) Total number of  price paid per   as part of publicly  yet be purchased
Period           shares purchased     share            announced plan       under the plan
<S>              <C>                  <C>              <C>                  <C>
1/6/05 - 2/5/05                    -  $             -                    -             100,000
2/6/05 - 3/5/05                    -                -                    -             100,000
3/6/05 - 4/5/05                    -                -                    -             100,000

                 -----------------------------------------------------------------------------
Total                              -  $             -                    -             100,000
                 =============================================================================
</TABLE>

During  2004,  the Company did not pay any cash dividends.  Pomeroy has no plans
to  pay  cash  dividends  in  the  foreseeable  future,  and the payment of such
dividends  are  restricted  under Pomeroy's current credit facility.  Under such
credit  facility, cash dividends and stock redemptions are limited to $5 million
annually.

ITEM 3-DEFAULTS UPON SENIOR SECURITIES                                None

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            None

ITEM 5-OTHER INFORMATION                                              None

ITEM 6-EXHIBITS

  (a) Exhibits

     10(iii) Material Employee Benefit and Other Agreements (j)(10)
             Amended and restated employment agreement by and between Pomeroy IT
             Solutions, Inc. and Michael E. Rohrkemper, dated March 7, 2005.

     31.1    Section 302 CEO Certification

     31.2    Section 302 CFO Certification

     32.1    Section 906 CEO Certification

     32.2    Section 906 CFO Certification


                                       21
<PAGE>
                                      SIGNATURE

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

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

Date: March 31, 2006                      By:  /s/Stephen E. Pomeroy
      --------------                     ------------------------------
                                          Stephen E. Pomeroy
                                          Chief Executive Officer and
                                          Chief Accounting Officer


                                       22