CERTIFICATE OF AMENDMENT
                            ------------------------
                         TO CERTIFICATE OF INCORPORATION
                         -------------------------------


     Pomeroy Computer Resources Sales Company, Inc., a corporation organized and
existing  under  and  by  virtue  of the General Corporation Law of the State of
Delaware,  does  hereby  certify:

     FIRST:  That  the Board of Directors of said Corporation, at a meeting duly
     -----
convened  and  held,  adopted a resolution proposing and declaring advisable the
following  Amendment  to  the  Certificate of Incorporation of said Corporation:

     "RESOLVED,  that  the Certificate of Incorporation of Pomeroy Computer
     Resources Sales Company, Inc., be amended by changing Article First so
     that,  as  amended,  said  Article First shall be and read as follows:

          ARTICLE  FIRST:  The  name  of  the  Corporation  is  Pomeroy  IT
          Solutions  Sales  Company,  Inc. (hereinafter the "Corporation")"


     SECOND:     That  at  the  next Annual Meeting of Stockholders held on June
     ------
19, 2003, in accordance with Sec.222 of the General Corporation Law of the State
of  Delaware,  at  which  a  quorum was present, either in person or by proxy, a
majority of the outstanding stock entitled to vote thereon was voted in favor of
the  aforesaid  Amendment.

     THIRD:     That the aforesaid Amendment was duly adopted in accordance with
     -----
the applicable provisions of Sec.242 of the General Corporation Law of the State
of  Delaware.


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     IN  WITNESS  WHEREOF,  Pomeroy  Computer  Resources Sales Company, Inc. has
caused this Certificate to be signed by David B. Pomeroy, II, its president, and
Michael E. Rohrkemper, its secretary, this ____ day of June, 2003.


                                           POMEROY COMPUTER RESOURCES
                                           SALES COMPANY, INC.



                                           By:
                                              ----------------------------------
                                              David B. Pomeroy, II, President



                                           By:
                                              ----------------------------------
                                              Michael E. Rohrkemper, Secretary



COMMONWEALTH  OF  KENTUCKY
COUNTY  OF  BOONE

     On  this,  the  ____ day of ____________, 2003, before me, a Notary Public,
personally  appeared  David  B.  Pomeroy,  II  and  Michael  E.  Rohrkemper,  to
acknowledge  that they are the president and secretary, respectively, of Pomeroy
Computer Resources Sales Company, Inc., a Delaware corporation, and that as such
officers, being duly authorized to do so, they executed the foregoing instrument
for  the  purposes  therein  contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                              ----------------------------------
                                              Notary  Public

My  Commission  Expires:

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