(a)(1)

                          CERTIFICATE OF INCORPORATION
                          ----------------------------

                                       OF
                                       --

                        POMEROY COMPUTER RESOURCES. INC.
                        --------------------------------

     FIRST:     The  name of the Corporation is Pomeroy Computer Resources, Inc.
     -----

                    SECOND:     The  address  of  its  registered  office in the
                    ------
State  of  Delaware is No. 1209 Orange Street, in the City of Wilmington, County
of  New  Castle.  The  name  of  its  registered  agent  at  such address is The
Corporation  Trust  Company.


THIRD:    The nature of the business or purposes to be conducted or promoted is:
-----
          To  engage in any lawful act or activity for which corporations may be
organized  under  the  General  Corporation  Law  of  Delaware.

     FOURTH:
     -------

          A.     General  Authorization.  The  aggregate  number  of  shares  of
                 -----------------------
     capital  stock  which  the  Corporation  is  authorized  to issue is Twelve
     Million (12,000,000)  shares,  consisting  of:

          1.     Ten  Million  (10,000,000)  shares of common stock having a par
          value  of  one  cent  ($.01)  per  share;  and

          2.     Two  Million (2,000,000) shares of preferred stock having a par
          value  of  one  cent  ($.01)  per  share.

          B.     Preferred  Stock.
                 -----------------

               1.     The  preferred stock shall rank senior to the common stock
          as  to  dividends  and upon liquidation. The Board of Directors of the
          Corporation  (hereinafter  in  Article  FOURTH  referred  to  as  the
          "Board"), is authorized, subject  to limitations prescribed by law and
          the  provisions  of this subsection B,  to  provide  by  resolution or
          resolutions  for  the  issuance of the preferred shares  in series, to
          establish the number of shares to be included in each such series, and
          to  fix  the  designations,  preferences  and relative, participating,
          optional  or  other  special rights, or qualifications, limitations or
          restrictions thereof,  applicable  to  the  shares of each series. The
          authority of the Board with  respect to each series shall include, but
          not be limited to, determination of  the  following:


<PAGE>
               (a)     The  number  of  shares  constituting that series and the
          distinctive  designation  of  that  series;
               (b)     The  dividend  rate on the shares of that series, whether
          dividends shall be cumulative and  the  date  or  dates,  if any, from
          which dividends  thereon  shall  be  cumulative;

               (c)     The  voting powers, if any, of the shares of that series;

               (d)     Whether  that  series  shall  have conversion or exchange
          privileges, and, if so, the terms and conditions of such conversion or
          exchange,  including  provision  for adjustments in such events as the
          Board shall determine;

               (e)     Whether  or  not  the  shares  of  that  series  shall be
          redeemable,  and,  if so, the terms and conditions of such redemption,
          including  the  date  or  dates  upon  or after  which  they  shall be
          redeemable, and the amount per share  payable  in  case of redemption,
          which  amount may vary under different  conditions  and  at  different
          redemption  dates;

               (f)     The  rights  of the shares of that series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation;

               (g)     Whether shares of that  series shall  be entitled  to the
          benefit  of  sinking  fund  provisions and, if so, upon what terms and
          conditions; and

               (h)     Generally  to fix the other rights and privileges and any
          qualifications,  limitations  or  restrictions  of  such  rights  and
          privileges  of  that  series,  provided, however, that no such rights,
          privileges, qualifications, limitations or restrictions  shall  be  in
          conflict  with the Certificate  of Incorporation  of  the  Corporation
          or  with  the  resolution  or  resolutions adopted  by  the Board,  as
          hereinabove provided, providing for the issue of any series for  which
          there  are  shares  then  outstanding.

     2.     Dividends  on  outstanding  preferred  shares  shall be declared and
paid,  or  set  apart  for payment,  before any dividends  shall be declared and
paid,  or  set  apart  for payment,  on the  outstanding shares  of common stock
with  respect  to  the same dividend period.  The Board may, in establishing any
series  of  preferred  stock,  provide  further  limitations  on  the payment of
dividends  on the  common stock while any dividends on shares of preferred stock
are  accrued  and  unpaid.


<PAGE>
     3.     No  holder  of  preferred  shares of any series, irrespective of any
voting  or  other  rights  of  such  shares  of such series, shall have, as such
holder,  any preemptive right to purchase any other shares of the Corporation or
any  securities  convertible  into  or  entitling  the  holder  to purchase such
other  shares.

          C.     Common  Stock.  Each  share  of  common stock shall be equal to
                 -------------
every  other  share  of common stock in every respect. Subject to the additional
voting  rights,  if  any, which may vest in holders of the preferred stock under
the provisions of any resolution or resolutions  adopted by the  Board providing
for  the  issue  of any series of preferred  stock, the  shares of  common stock
shall  entitle  the holders thereof to one vote for each share upon  all matters
upon  which  the  stockholders  have  the  right  to  vote.

          D.     Provisions  Relating  to  All Classes of Stock. The Corporation
                 ----------------------------------------------
may  issue  shares  of  its preferred  stock or  common stock  from time to time
for  such  consideration  (not  less than the par value thereof) as may be fixed
from  time  to  time by the Board. Any and all shares so issued, for which  such
consideration  has  been  paid or delivered to the Corporation,  shall be deemed
fully  paid  shares  and  shall not be liable to any further call or assessments
thereon,  and  the  holders  of  such shares shall not be liable for any further
payments  in  respect  of  such  shares.

     FIFTH:     The  name and mailing address of the Incorporator is as follows:
     -----

          NAME                     MAILING  ADDRESS
          ----                     ----------------

     ACFB  Incorporated            1100  Citizens  Building
                                   850  Euclid  Avenue
                                   Cleveland,  Ohio  44114

     SIXTH:     The  Corporation  is  to  have  perpetual  existence.
     -----

     SEVENTH:     In  furtherance  and not in limitation of the powers conferred
     -------
by  statute,  the  board  of  directors  is  expressly  authorized:

          To  make,  alter  or  repeal  the  bylaws  of  the  Corporation.

          To  authorize  and  cause  to be executed mortgages and liens upon the
     real property  of  the  Corporation.

          To  set apart out of any of the funds of the Corporation available for
     dividends  a  reserve or reserves for any proper purpose and to abolish any
     such reserve  in  the  manner  in  which  it  was  created.


                                        3
<PAGE>
          By a majority of the whole board, to designate one or more committees,
     each  committee  to  consist  of  one  or  more  of  the directors  of  the
     Corporation.

          When and as authorized by the stockholders in accordance with statute,
     to sell,  lease  or  exchange  all or substantially all of the property and
     assets  of  the  Corporation,  including  its  good  will and its corporate
     franchises,  upon  such  terms  and  conditions and for such consideration,
     which may consist, in whole or in part, of  money  or  property,  including
     shares  of  stock in, and/or other securities  of, any other corporation or
     corporations, as its board of directors shall deem expedient  and  for  the
     best  interests  of  the  Corporation.

     EIGHTH:     Meetings  of  stockholders  may  be  held within or without the
     ------
State  of  Delaware, as the bylaws may provide. The books of the Corporation may
be  kept  (subject to any provision contained in the statutes) outside the State
of  Delaware  at  such place or places as may be designated from time to time by
the  board  of  directors  or  in  the  bylaws of the Corporation.  Elections of
directors  need  not  be  by written ballot unless the bylaws of the Corporation
shall  so  provide.

     NINTH:     Subject  to  the rights of certain holders of preferred stock to
     -----
elect  Directors  under  circumstances  specified  in  this  Certificate  of
Incorporation,  any  Director  may  be removed from office only for cause by the
affirmative  vote  of  the  holders of at least sixty-six and two-thirds percent
(66-2/3%)  of  all  of the outstanding shares of all classes of capital stock of
the  Corporation entitled to cast votes at the time of the election of Directors
of the Corporation, considered for the purposes of this Article NINTH as one (1)
class.

     TENTH:     The  Corporation  reserves  the right to amend, alter, change or
     -----
repeal  any  provision  contained  in  this Certificate of Incorporation, in the
manner  now  or  hereafter  prescribed by statute, and all rights conferred upon
stockholders  herein  are  granted  subject  to  this  reservation.

     In  addition to any other requirements for amendments to the Certificate of
Incorporation,  no amendment shall alter, change or repeal any of the provisions
of  Article  NINTH  or  this sentence of this Article TENTH unless the amendment
effecting  such alteration, change or repeal shall have received the affirmative
approval  of  holders  of at least sixty-six and two-thirds percent (66-2/3%) of
all  of  the  outstanding  shares  of  all  classes  of  capital  stock  of  the
Corporation,  entitled to cast votes at the time in the election of Directors of
the  Corporation,  considered  for the purposes of this Article TENTH as one (1)
class.


                                        4
<PAGE>
     ELEVENTH:     No  Director shall be personally liable to the Corporation or
     --------
any  of  its stockholders for monetary damages for breach of fiduciary duty as a
Director,  except  for  liability  (1)  for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not in
good  faith  or  which  involve intentional misconduct or a knowing violation of
law,  (3)  under Section 174 of the Delaware General Corporation Law, or (4) for
any transaction from which the Director derived an improper personal benefit. If
the  Delaware  General  Corporation  Law  hereafter is amended to authorize  the
further  elimination  or  limitation  of  the  liability of Directors,  then the
liability  of  a  Director of the Corporation, in addition to the limitations on
personal  liability  provided  herein,  shall  be  limited to the fullest extent
permitted  by  the  amended  Delaware  General  Corporation  Law.  Any repeal or
modification  of this Article shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a Director of the Corporation
existing  at  the  time  of  such  repeal  or  modification.

     TWELFTH:     A.   Each  person  who  was  or  is  made  a  party  to  or is
     -------
threatened  to  be  made  a  party  to  or  is  involved  in any action, suit or
proceeding,  whether  civil,  criminal,  administrative  or  investigative
(hereinafter  a "proceeding"), by reason of the fact that he or she, or a person
of  whom  he or she is the legal representative, is or was a Director or officer
of  the  Corporation or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust  or  other  enterprise, including service with respect to
employee  benefit  plans, whether the basis of such proceeding is alleged action
in  an  official  capacity  as  a Director, officer, employee or agent or in any
other capacity while serving as a Director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized  by  the  Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that  such  amendment permits the Corporation to provide broader indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred  or  suffered by such person in connection
therewith  and such indemnification shall continue as to a person who has ceased
to  be  a Director, officer, employee or agent and shall inure to the benefit of
his  or her heirs, executors and administrators; provided, however, that, except
as provided in subsection B of this Article, the Corporation shall indemnify any
such  person  seeking  indemnification  in connection with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  conferred  in  this Article shall be a contract right and shall
include  the  right  to  be  paid  by  the  Corporation the expenses incurred in
defending  any  such  proceeding  in advance of its final disposition; provided,
however,  that  if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by  a  Director or officer in his or her capacity as a
Director  or  officer  (and not in any other capacity in which service was or is
rendered  by  such  person  while  a  Director  or  officer,  including, without
limitation,  service  to  an  employee  benefit  plan)  in  advance of the final
disposition  of a proceeding shall be made only upon delivery to the Corporation
of  an  undertaking,  by  or on behalf of such Director or officer, to repay all
amounts  so  advanced if it shall ultimately be determined that such Director or
officer is not entitled to be indemnified under  this Article or otherwise.  The
Corporation  may,  by  action of its Board of Directors, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing  indemnification  of  Directors  and  officers.


                                        5
<PAGE>
     B.     If a claim under subsection A of this Article is not paid in full by
the  Corporation within thirty (30) days after a written claim has been received
by  the  Corporation, the claimant may at any time thereafter bring suit against
the  Corporation to recover the unpaid amount of the claim and, if successful in
whole  or in part, the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce  a  claim  for  expenses  incurred in defending any
proceeding  in  advance of its final disposition where the required undertaking,
if  any is required, has been tendered to the Corporation) that the claimant has
not  met  the  standards of conduct which make it permissible under the Delaware
General  Corporation  Law  for the Corporation to indemnify the claimant for the
amount  claimed,  but  the  burden  of  proving  such  defense  shall  be on the
Corporation.  Neither  the  failure  of  the Corporation (including its Board or
Directors,  independent  legal  counsel,  or  its  stockholders)  to have made a
determination  prior  to the commencement of such action that indemnification of
the  claimant  is  proper  in  the  circumstances  because he or she has met the
applicable  standard  of  conduct  set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create  a  presumption  that the claimant has not met the applicable standard of
conduct.

     C.     The right to indemnification and the payment of expenses incurred in
defending  a  proceeding  in  advance of its final disposition conferred in this
Article  shall  not be exclusive of any other right which any person may have or
hereafter  acquire  under  any  statute,  provision  of  this  Certificate  of
Incorporation, bylaw, agreement, vote of stockholders or disinterested Directors
or  otherwise.

     D.     The  Corporation  may maintain insurance, at its expense, to protect
itself  and  any  Director,  officer,  employee  or  agent of the Corporation or
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against  any  such  expense,  liability  or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss  under  the  Delaware  General  Corporation  Law.

     E.     As  used  in  this  Article,  references  to "the Corporation" shall
include,  in addition to the resulting or surviving corporation, any constituent
corporation  absorbed  in  a  consolidation  or  merger  which,  if its separate
existence  had  continued,  would  have had power and authority to indemnify its
Directors,  officers,  employees  and agents, so that any person who is or was a
Director,  officer,  employee or agent of such constituent corporation, or is or
was  serving  at  the  request  of  such  constituent corporation as a Director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust,  or  other  enterprise,  shall  stand  in  the  same  position  under the
provisions  of  this  Article  with  respect  to  the  resulting  or  surviving
corporation  as  he  would  have with respect to such constituent corporation if
its  separate  existence  had  continued.


                                        6
<PAGE>
     F.     If  this  Article  or any portion hereof shall be invalidated on any
ground  by  any  court  of  competent  jurisdiction,  then the Corporation shall
nevertheless  indemnify  each  Director,  officer,  employee  and  agent  of the
Corporation  as  to  expenses  (including attorneys' fees), judgments, fines and
amounts  paid  in  settlement  with  respect  to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including a grand jury
proceeding and an action by the Corporation,  to the fullest extent permitted by
any  applicable  portion of this Article that shall not have been invalidated or
by  any  other  applicable  law.

     THIRTEENTH:     The  Board  of Directors may from time to time make, amend,
     ----------
supplement  or repeal the Bylaws of the Corporation; provided, however, that the
stockholders  may  change  or repeal any Bylaw adopted by the Board of Directors
and  provided  further  that no amendment or supplement to the Bylaws adopted by
the  Board  of Directors shall vary or conflict with any amendment or supplement
adopted  by  the  stockholders.  Notwithstanding  the  foregoing  and  anything
contained  in  this  Certificate  of  Incorporation  to  the contrary, Section 3
(Special  Meetings) of Article I of the Bylaws, Sections 3  (Method of Election)
and  7  (Removal  of Directors)  of Article II (Directors) of the Bylaws, or the
final  sentence  of Article X (Amendments) of the Bylaws shall not be amended or
repealed,  and  no  provision  inconsistent  with  any thereof shall be adopted,
without  the  affirmative  vote  of  the  holders  of  at  least  sixty-six  and
two-thirds  percent (66-2/3%) of all of the outstanding shares of all classes of
capital  stock  of  the  Corporation,  entitled to cast votes at the time in the
election  of  Directors  of the Corporation, considered for the purposes of this
Article  THIRTEENTH as one (1) class. Notwithstanding anything contained in this
Certificate  of  Incorporation  to  the  contrary,  the  affirmative vote of the
holders  of  at  least  sixty-six and two-thirds percent (66-2/3%) of all of the
outstanding  shares of all classes of capital stock of the Corporation, entitled
to  cast  votes  at  the  time  in the election of Directors of the Corporation,
considered  for  the purposes of this Article THIRTEENTH as one (1) class, shall
be  required  to  amend or repeal, or adopt any provision inconsistent with, any
provision  of  this  Article  THIRTEENTH.

     Except  as  otherwise  required  by  law  and  subject to the rights of the
holders  of  preferred  stock  pursuant to the provisions of this Certificate of
Incorporation,  special  meetings  of  stockholders  may  be  called only by the
Chairman  or  by  the  Board of Directors pursuant to a resolution approved by a
majority  of  the  then  authorized  number  of Directors of the Corporation (as
determined  in  accordance  with  the  Bylaws).

     THE  UNDERSIGNED, being the Incorporator hereinabove named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and certifying that this is
its  act  and  deed  and  the facts herein stated are true, and accordingly have
hereunto  set  its  hand  this  _____  day  of  February,  1992.


                                        7
<PAGE>
                                         ACFB  INCORPORATED
ATTEST:                                  Incorporator


By:_________________________             By:

__________________________________
     Donna  Fuller,  Assistant               Ira  C.  Kaplan,
      Secretary                                Vice  President


                                        8
<PAGE>
                                                                          (a)(2)

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION



     Pomeroy  Computer  Resources,  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,  Inc.,  be  amended by changing Paragraph A of Article Fourth so
     that, as amended, said  Paragraph  A of Article Fourth shall be and read as
     follows:

          A.     General  Authorization.  The  aggregate  number  of  shares  of
                 ----------------------
          capital  stock  which  the  Corporation  is  authorized  to  issue  is
          Seventeen Million (17,000,000)  shares,  consisting  of:

               1.     Fifteen Million (15,000,000) shares of common stock having
               a  par  value  of  one  cent  ($.01)  per  share;  and

               2.     Two Million (2,000,000) shares of preferred stock having a
               par  value  of  one  cent  ($.01)  per  share.?

     Second:  That  at  the next annual meeting of stockholders held on June 25,
     ------
1997,  in accordance with Section 22 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 Section 242 of the General Corporation Law of the
State  of  Delaware.


<PAGE>
     IN  WITNESS  WHEREOF,  Pomeroy  Computer  Resources,  Inc,  has caused this
Certificate  to  be  signed  by David B. Pomeroy II, its President, and Edwin S.
Weinstein,  its  Secretary,  this  _____  day  of  July,  1997.
                                   POMEROY  COMPUTER  RESOURCES,  INC.


                                   By:  ________________________________
                                   David  B.  Pomeroy  II,  President


                                   By:  ________________________________
                                   Edwin  S.  Weinstein,  Secretary

STATE  OF  OHIO          )
                         )  ss:
COUNTY  OF  HAMILTON     )

     On this, the ____ day of July, 1997, before me, a Notary Public, personally
appeared  David B. Pomeroy II and Edwin S. Weinstein, who acknowledged that they
are  the President and Secretary of Pomeroy Computer Resources, 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:


<PAGE>
                                                                          (a)(3)

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                        POMEROY COMPUTER RESOURCES, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

Pomeroy  Computer Resources, Inc. a corporation organized and existing under the
General  Corporation  Law  of  the  State  of  Delaware  (hereinafter called the
"Corporation?),  hereby  certifies  that the following resolution was adopted by
the  Board  of  Directors  of  the Corporation as required by Section 151 of the
General  Corporation Law at a meeting duly called and held on February 18, 1998:

RESOLVED,  that  pursuant to the authority granted to and vested in the Board of
Directors  of  this  Corporation (hereinafter called the "Board of Directors" or
the  "Board")  in  accordance  with  the  provisions  of  the  Certificate  of
Incorporation  of  the  Corporation,  the  Board  of Directors hereby designates
50,000  shares  of the Corporation's Preferred Stock, par value $0.01 per share,
as "Series A Junior Participating Preferred Stock" of the Corporation and hereby
states  the  designation  and  number  of shares, and fixes the relative rights,
preferences,  and  limitations  thereof  as  follows:

Series  A  Junior  Participating  Preferred  Stock:

SECTION  1.     DESIGNATION  AND  AMOUNT.  The  shares  of  this series shall be
                -------------------------
designated  as  "Series  A  Junior Participating Preferred Stock" (the "Series A
Preferred  Stock")  and the number of shares constituting the Series A Preferred
Stock  shall  be  50,000. Such number of shares may be increased or decreased by
resolution  of  the  Board of Directors; provided, that no decrease shall reduce
the  number  of  shares  of  Series  A Preferred Stock to a number less than the
number  of  shares  then  outstanding  plus  the  number  of shares reserved for
issuance  upon  the  exercise of outstanding options, rights or warrants or upon
the  conversion  of  any  outstanding  securities  issued  by  the  Corporation
convertible  into  Series  A  Preferred  Stock.

SECTION  2.     DIVIDENDS  AND  DISTRIBUTION.
                -----------------------------

Subject  to  the  rights  of  the  holders  of  any  shares  of  any  series  of
Preferred  Stock (or any other stock) ranking prior and superior to the Series A
Preferred  Stock  with  respect  to dividends, the holders of shares of Series A
Preferred  Stock  shall  be entitled to receive, when, as and if declared by the
Board  of  Directors  out  of funds legally available for the purpose, quarterly
dividends  payable  in cash on the fifth day of April, July, October and January
in  each  year  (each such date being referred to herein as a quarterly Dividend
Payment  Date"),  commencing  on the first Quarterly Dividend Payment Date after


<PAGE>
the  first  issuance  of  a  share  or fraction of a share of Series A Preferred
Stock, in an amount (if any) per share (rounded to the nearest cent), subject to
the  provision  for  adjustment  hereinafter  set forth, equal to 1000 times the
aggregate  per  share amount of all cash dividends, and 1000 times the aggregate
per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
distributions,  other  than  a  dividend  payable in shares of Common Stock, par
value  $0.01  per share (the "Common Stock"), of the Company or a subdivision of
the  outstanding  shares  of  Common  Stock  (by reclassification or otherwise),
declared  on the Common Stock since the immediately preceding Quarterly Dividend
Payment  Date  or,  with  respect  to the first Quarterly Dividend Payment Date,
since  the  first  issuance  of  any  share  or  fraction of a share of Series A
Preferred  Stock.  In the event the Corporation shall at any time declare or pay
any  dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision  or combination or consolidation of the outstanding shares of Common
Stock  (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in  each  such  case the amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the preceding sentence
shall  be  adjusted  by  multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event  and the denominator of which is the number of shares of Common Stock that
were  outstanding  immediately  prior  to  such  event.


(B)     The Corporation shall declare a dividend or distribution on the Series A
Preferred  Stock  as provided in paragraph (A) of this Section immediately after
it  declares  a  dividend  or  distribution  on  the  Common Stock (other than a
dividend  payable  in  shares  of  Common  Stock)

(C)     Dividends  due  pursuant to paragraph (A) of this Section shall begin to
accrue  and be cumulative on outstanding shares of Series A Preferred Stock from
the  Quarterly  Dividend  Payment  Date next preceding the date of issue of such
shares,  unless the date of issue of such shares is prior to the record date for
the  first  Quarterly  Dividend  Payment  Date,  in which case dividends on such
shares  shall  begin  to accrue from the date of issue of such shares, or unless
the  date  of  issue is a Quarterly Dividend Payment Date or is a date after the
record  date  for  the  determination of holders of shares of Series A Preferred
Stock  entitled  to  receive  a  quarterly  dividend  and  before such Quarterly
Dividend  Payment  Date, in either of which events such dividends shall begin to
accrue  and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A  Preferred  Stock in an amount less than the total amount of such dividends at
the  time  accrued  and  payable bn such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record  date  for  the  determination  of  holders of shares
of  Series  A  Preferred  Stock  entitled  to  receive  payment of a dividend or
distribution  declared thereon, which record date shall be not more than 60 days
to  the  date  fixed  for  the  payment  thereof.


<PAGE>
SECTION 3.     VOTING RIGHTS.  The holders of shares of Series A Preferred Stock
               --------------
shall  have  the  following  voting  rights:

     (A)     Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 1000 votes
on  all  matters  submitted to a vote of the stockholders of the Corporation. In
the  event  the Corporation shall at any time declare or pay any dividend on the
Common  Stock  payable  in  shares  of  Common Stock, or effect a subdivision or
combination  or  consolidation  of  the  outstanding  shares of Common Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock)  into  a greater or lesser number of shares of Common Stock, then in each
such  case  the number of votes per share to which holders of shares of Series A
Preferred  Stock were entitled immediately prior to such event shall be adjusted
by  multiplying  such number by a fraction, the numerator of which is the number
of  shares  of  Common  Stock  outstanding  immediately after such event and the
denominator  of  which  is  the  number  of  shares  of  Common  Stock that were
outstanding  immediately  prior  to  such  event.

     (B)     Except as otherwise provided in the Certificate of Incorporation of
the  Company,  including any other Certificate of Designations creating a series
of  Preferred  Stock  or  any similar stock, or by law, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock and any other
capital  stock  of  the  Corporation  having  general  voting  rights shall vote
together  as one class on all matters submitted to a vote of stockholders of the
Corporation.

     (C)     Except  as  set  forth  herein,  or  as  otherwise provided by law,
holders  of  Series  A  Preferred  Stock shall have no special voting rights and
their  consent  shall not be required (except to the extent they are entitled to
vote  with holders of Common Stock as set forth herein) for taking any corporate
action.

SECTION  4.     CERTAIN  RESTRICTIONS.
                ----------------------

     (A)     Whenever  quarterly  dividends  or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or  not  declared,  on shares of Series A Preferred Stock outstanding shall have
been  paid  in  full,  the  Corporation  shall  not:

          (i)     declare  or pay dividends, or make any other distributions, on
any  shares  of stock ranking junior (either as to dividends or upon liquidation
dissolution  or  winding  up)  to  the  Series  A  Preferred  Stock;


                                        3
<PAGE>
          (ii)     declare or pay dividends, or make any other distributions, on
any  shares  of  stock  ranking  on  a  parity  (either  as to dividends or upon
liquidation,  dissolution  or  winding  up)  with  the Series A Preferred Stock,
except  dividends  paid  ratably  on  the  Series A Preferred Stock and all such
parity  stock  on which dividends are payable or in arrears in proportion to the
total  amounts  to  which  the  holders of all such shares are then entitled; or


          (iii)     redeem  or  purchase  or otherwise acquire for consideration
shares  of any stock ranking junior (either as to dividends or upon liquidation,
dissolution  or  winding  up) to the Series A Preferred Stock, provided that the
Corporation  may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation ranking
junior  (as to dividends and upon dissolution, liquidation or winding up) to the
Series  A  Preferred  Stock.

     (B)     The  Corporation shall not permit any subsidiary of the Corporation
to  purchase  or  otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase  or  otherwise  acquire  such  shares  at such time and in such manner.

SECTION  5.     REACQUIRED  SHARES.  Any  shares  of  Series  A  Preferred Stock
                -------------------
purchased  or  otherwise  acquired  by  the Corporation in any manner whatsoever
shall  be  retired and canceled promptly after the acquisition thereof. All such
shares  shall  upon  their cancellation become authorized but unissued shares of
Preferred  stock  and may be reissued as part of a new series of Preferred Stock
subject  to the conditions and restrictions on issuance set forth herein, in the
Certificate  of  Incorporation  of  the  Company,  including  any Certificate of
Designations  creating  a  series  of Preferred Stock or any similar stock or as
otherwise  required  by  law.

SECTION  5.     LIQUIDATION,  DISSOLUTION  OR WINDING UP.  Upon any liquidation,
                -----------------------------------------
dissolution  or  winding up of the Corporation the holders of shares of Series A
Preferred  Stock  shall  be  entitled  to receive an aggregate amount per share,
subject  to  the  provision  for adjustment hereinafter set forth, equal to 1000
times  the  aggregate amount to be distributed per share to holders of shares of
Common  Stock  plus  an amount equal to any accrued and unpaid dividends. In the
event  the  Corporation  shall  at  any  time declare or pay any dividend on the
Common  Stock  payable  in  shares  of  Common Stock, or effect a subdivision or
combination  or  consolidation  of  the  outstanding  shares of Common Stock (by
reclassification or otherwise  than by payment of a dividend in shares of Common
Stock)  into  a greater or lesser number of shares of Common Stock, then in each
such  case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the preceding sentence
shall  be  adjusted  by  multiplying  such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event  and the denominator of which is the number of shares of Common Stock that
were  outstanding  immediately  prior  to  such  event.


                                        4
<PAGE>
SECTION  7.     CONSOLIDATION, MERGER, ETC.  In case the Corporation shall enter
                ---------------------------
into  any  consolidation,  merger, combination or other transaction in which the
shares  of  Common  Stock  are  exchanged  for  or  changed  into other stock or
securities,  cash and/or any other property, then in any such case each share of
Series  A  Preferred  Stock  shall  at  the  same time be similarly exchanged or
changed  into  an  amount  per  share,  subject  to the provision for adjustment
hereinafter  set  forth,  equal  to  1000  times  the aggregate amount of stock,
securities,  cash  and/or  any other property (payable in kind), as the case may
be,  into which or for which each share of Common Stock is changed or exchanged.
In  the  event  the Corporation shall at any time declare or pay any dividend on
the  Common  Stock payable in shares of Common Stock, or effect a subdivision or
combination  or  consolidation  of  the  outstanding shares of Common Stock  (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock)  into  a greater or lesser number of shares of Common Stock, then in each
such  case  the  amount  set forth in the preceding sentence with respect to the
exchange  or  change  of shares of Series A Preferred Stock shall be adjusted by
multiplying  such  amount by a fraction, the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which  is  the  number  of  shares  of  Common  Stock that were
outstanding  immediately  prior  to  such  event.

SECTION  8.     REDEMPTION.  The shares of Series A Preferred Stock shall not be
                ----------
redeemable.

SECTION  9.     RANKING.  Unless  otherwise  provided  in  the  Certificate  of
                -------
Incorporation  or  a  Certificate  of  Designations  relating  to a subsequently
designated  series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to any other series of the Corporation's preferred stock
subsequently  issued,  as  to  the  payment of dividends and the distribution of
assets  on  liquidation,  dissolution or winding up and shall rank senior to the
Common  Stock.

SECTION  10.     AMENDMENT.  The Certificate of Incorporation of the Corporation
                 ----------
shall  not  be  amended  in  any manner, including in a merger or consolidation,
which  would  alter, change, or repeal the powers, preferences or special rights
of  the  Series  A  Preferred  Stock  so as to affect them adversely without the
affirmative  vote of the holders of a least two-thirds of the outstanding shares
of  Series  A  Preferred  Stock,  voting  together  as  a  single  class.

SECTION  11.     FRACTIONAL  SHARES.  Series  A Preferred Stock may be issued in
                 ------------------
whole shares or in any fraction of a share that is one one-thousandth of a share
or  any  integral  multiple of such fraction, which shall entitle the holder, in
proportion  to  such  holder's  fractional  shares,  to  exercise voting rights,
receive  dividends,  participate in distributions and to have the benefit of all
other  rights  of  holders  of  Series  A Preferred Stock. In lieu of fractional
shares,  the  Corporation  may  elect  to make a cash payment as provided in the
Rights  Agreement  for  fractions  of a share other than one one-thousandth of a
share  or  any  integral  multiple  thereof.


                                        5
<PAGE>
IN  WITNESS  WHEREOF,  this Certificate of Designations is executed on behalf of
the  Corporation  by  its  Chief  Financial Officer, an Authorized Officer, this
_____  of  February,  1998.

                                POMEROY  COMPUTER  RESOURCES,  INC.

                                By:  ________________________________________
                                     Stephen E. Pomeroy, Chief Financial Officer


                                        6
<PAGE>
                                                                          (a)(4)

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION



     Pomeroy  Computer  Resources,  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, Inc.,  be  amended  by changing Paragraph A of Article Fourth so
     that, as amended, said  Paragraph A of Article Fourth shall be and read  as
     follows:

          A.     General  Authorization.  The  aggregate  number  of  shares  of
                 ----------------------
          capital  stock  which  the  Corporation  is  authorized  to  issue  is
          Twenty-Two Million (22,000,000)  shares,  consisting  of:

               1.     Twenty  Million (20,000,000) shares of common stock having
               a  par  value  of  one  cent  ($.01)  per  share;  and

               2.     Two Million (2,000,000) shares of preferred stock having a
               par  value  of  one  cent  ($.01)  per  share."

     Second:  That  at  the  next annual meeting of stockholders held on June 8,
     ------
2000, in accordance with Section 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 Section 242 of the General Corporation Law of the
State  of  Delaware.


<PAGE>
     IN  WITNESS  WHEREOF,  Pomeroy  Computer  Resources,  Inc,  has caused this
Certificate  to  be  signed  by  David  B.  Pomeroy  II, its President, and Dino
Lucarelli,  its  Secretary,  this  _____  day  of  _____________,  2000.

                                            POMEROY  COMPUTER  RESOURCES,  INC.


                                            By:  _______________________________
                                                 David B. Pomeroy II, President


                                            By:  _______________________________
                                                 Dino  Lucarelli,  Secretary


COMMONWEALTH  OF  KENTUCKY
COUNTY  OF  BOONE

     On  this, the ____ day of ______________, 2000, before me, a Notary Public,
personally  appeared  David  B.  Pomeroy II and Dino Lucarelli, who acknowledged
that  they  are  the  President and Secretary, respectively, of Pomeroy Computer
Resources,  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:

____________________


<PAGE>