UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 10-Q


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

For the quarterly period ended July 5, 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 incorporation                (IRS Employer
 or organization)                                            Identification No.)


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

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

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

YES   X   NO
    -----    -----

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

YES   X   NO
    -----    -----

The number of shares of common stock outstanding as of August 5, 2005 was
12,579,159


<PAGE>
<TABLE>
<CAPTION>
                             POMEROY IT SOLUTIONS, INC.
                                TABLE OF CONTENTS


<S>         <C>                    <C>                                       <C>
Part I.     Financial Information

            Item 1.                Financial Statements:                     Page
                                                                             ----

                                   Consolidated Balance Sheets as of July       1
                                   5, 2005 (Unaudited) and January 5, 2005

                                   Consolidated Statements of Income and
                                   Comprehensive Income for the Three           3
                                   Months Ended July 5, 2005 and 2004
                                   (Unaudited)

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

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

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

                                   Notes to Consolidated Financial              7
                                   Statements (Unaudited)

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

            Item 3.                Quantitative and Qualitative Disclosure     20
                                   about Market Risk

            Item 4.                Controls and Procedures                     20

Part II.    Other Information                                                  21

            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                           22

            Item 6.                Exhibits                                    22

SIGNATURES                                                                     23
</TABLE>


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

                               CONSOLIDATED BALANCE SHEETS


(in thousands)                                                     July 5,     January 5,
                                                                    2005         2005
                                                                ------------  -----------
                                                                (unaudited)
<S>                                                             <C>           <C>
ASSETS

Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $      4,218  $    13,108
Certificates of deposit. . . . . . . . . . . . . . . . . . . .         4,595        4,561

Accounts receivable:
  Trade, less allowance of  $2,031 at July 5, 2005 and $1,462
    at January 5, 2005 . . . . . . . . . . . . . . . . . . . .       144,392      143,113
  Vendor receivables, less allowance of $100 at
    July 5, 2005 and January 5, 2005 . . . . . . . . . . . . .         7,451        5,790
  Net investment in leases . . . . . . . . . . . . . . . . . .         2,480        3,814
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,134        2,902
                                                                ------------  -----------
    Total receivables. . . . . . . . . . . . . . . . . . . . .       156,457      155,619
                                                                ------------  -----------

Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .        18,206       17,188
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,733       10,302
                                                                ------------  -----------
    Total current assets.. . . . . . . . . . . . . . . . . . .       190,209      200,778
                                                                ------------  -----------

Equipment and leasehold improvements:
  Furniture, fixtures and equipment. . . . . . . . . . . . . .        30,642       30,113
  Leasehold improvements . . . . . . . . . . . . . . . . . . .         6,474        6,187
                                                                ------------  -----------
    Total. . . . . . . . . . . . . . . . . . . . . . . . . . .        37,116       36,300

  Less accumulated depreciation. . . . . . . . . . . . . . . .        22,674       21,061
                                                                ------------  -----------
    Net equipment and leasehold improvements . . . . . . . . .        14,442       15,239
                                                                ------------  -----------

Net investment in leases, net of current portion . . . . . . .         1,741        1,650
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .       110,514      109,913
Intangible assets, net . . . . . . . . . . . . . . . . . . . .         3,242        3,702
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .         2,593        1,606
                                                                ------------  -----------
    Total assets . . . . . . . . . . . . . . . . . . . . . . .  $    322,741  $   332,888
                                                                ============  ===========
</TABLE>

                 See notes to consolidated financial statements.


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


(in thousands)                                                     July 5,      January 5,
                                                                    2005          2005
                                                                ------------  ------------
                                                                (unaudited)
<S>                                                             <C>           <C>
LIABILITIES AND EQUITY

Current Liabilities:
Current portion of notes payable . . . . . . . . . . . . . . .  $          -  $       912
Short-term borrowings. . . . . . . . . . . . . . . . . . . . .        17,652       20,153
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .        67,996       72,656
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .         3,431        3,490
Employee compensation and benefits . . . . . . . . . . . . . .         4,505        8,245
Accrued restructuring and severance charges. . . . . . . . . .         3,918        7,585
Other current liabilities. . . . . . . . . . . . . . . . . . .         5,099        6,778
                                                                ------------  ------------
    Total current liabilities. . . . . . . . . . . . . . . . .       102,601      119,819
                                                                ------------  ------------

Notes payable, less current portion. . . . . . . . . . . . . .             -          250
Deferred income taxes. . . . . . . . . . . . . . . . . . . . .           504           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
    (13,368 and 13,188 shares issued at July 5, 2005 and
    January 5, 2005, respectively) . . . . . . . . . . . . . .           134          132
  Paid-in capital. . . . . . . . . . . . . . . . . . . . . . .        87,556       85,231
  Accumulated other comprehensive income (loss). . . . . . . .            24          (78)
  Retained earnings. . . . . . . . . . . . . . . . . . . . . .       141,044      136,183
                                                                ------------  ------------
                                                                     228,758      221,468

  Less treasury stock, at cost ( 810 and 778 shares at July 5
  2005 and January 5, 2005, respectively). . . . . . . . . . .         9,122        8,746
                                                                ------------  ------------
    Total equity . . . . . . . . . . . . . . . . . . . . . . .       219,636      212,722
                                                                ------------  ------------
    Total liabilities and equity . . . . . . . . . . . . . . .  $    322,741  $   332,888
                                                                ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           POMEROY IT SOLUTIONS, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except earnings per share data)       Three Months Ended
                                                ----------------------------
                                                   July 5,        July 5,
                                                    2005           2004
                                                -------------  -------------
                                                 (unaudited)    (unaudited)
<S>                                             <C>            <C>
Net sales and revenues:
  Sales-equipment, supplies and leasing. . . .  $     135,229  $    143,722
  Service. . . . . . . . . . . . . . . . . . .         58,442        34,433
                                                -------------  -------------
    Total net sales and revenues . . . . . . .        193,671       178,155
                                                -------------  -------------

Cost of sales and service:
  Sales-equipment, supplies and leasing. . . .        124,956       133,444
  Service. . . . . . . . . . . . . . . . . . .         42,493        24,980
                                                -------------  -------------
    Total cost of sales and service. . . . . .        167,449       158,424
                                                -------------  -------------

      Gross profit . . . . . . . . . . . . . .         26,222        19,731
                                                -------------  -------------

Operating expenses:
  Selling, general and administrative. . . . .         18,743        12,785
  Rent expense . . . . . . . . . . . . . . . .            747           777
  Depreciation . . . . . . . . . . . . . . . .          1,106         1,027
  Amortization . . . . . . . . . . . . . . . .            192            39
                                                -------------  -------------
      Total operating expenses . . . . . . . .         20,788        14,628
                                                -------------  -------------

Income from operations . . . . . . . . . . . .          5,434         5,103
                                                -------------  -------------

Other expense (income):
  Interest, net. . . . . . . . . . . . . . . .            206           (19)
  Other. . . . . . . . . . . . . . . . . . . .              1            21
                                                -------------  -------------
      Total other expense. . . . . . . . . . .            207             2
                                                -------------  -------------

Income  before income tax. . . . . . . . . . .          5,227         5,101
Income tax expense . . . . . . . . . . . . . .          2,116         2,015
                                                -------------  -------------

Net income and comprehensive income. . . . . .  $       3,111  $      3,086
                                                =============  =============

Weighted average shares outstanding:
  Basic. . . . . . . . . . . . . . . . . . . .         12,573        12,258
                                                =============  =============
  Diluted. . . . . . . . . . . . . . . . . . .         12,656        12,401
                                                =============  =============

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

                 See notes to consolidated financial statements.


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

(in thousands, except earnings per share data)      Six Months Ended
                                                --------------------------
                                                   July 5,       July 5,
                                                    2005          2004
                                                ------------  ------------
                                                (unaudited)   (unaudited)
                                                 Six Month     Six Month
<S>                                             <C>           <C>
Net sales and revenues:
  Sales-equipment, supplies and leasing. . . .  $    246,542  $   268,321
  Service. . . . . . . . . . . . . . . . . . .       112,719       65,048
                                                ------------  ------------
    Total net sales and revenues . . . . . . .       359,261      333,369
                                                ------------  ------------

Cost of sales and service:
  Sales-equipment, supplies and leasing. . . .       227,380      248,017
  Service. . . . . . . . . . . . . . . . . . .        81,223       47,252
                                                ------------  ------------
    Total cost of sales and service. . . . . .       308,603      295,269
                                                ------------  ------------

      Gross profit . . . . . . . . . . . . . .        50,658       38,100
                                                ------------  ------------

Operating expenses:
  Selling, general and administrative. . . . .        37,821       25,752
  Rent expense . . . . . . . . . . . . . . . .         1,601        1,545
  Depreciation . . . . . . . . . . . . . . . .         2,179        1,916
  Amortization . . . . . . . . . . . . . . . .           460           79
                                                ------------  ------------
      Total operating expenses . . . . . . . .        42,061       29,292
                                                ------------  ------------

Income from operations . . . . . . . . . . . .         8,597        8,808
                                                ------------  ------------

Other expense (income):
  Interest, net. . . . . . . . . . . . . . . .           427          (31)
  Other. . . . . . . . . . . . . . . . . . . .             1           23
                                                ------------  ------------
      Total other expense (income) . . . . . .           428           (8)
                                                ------------  ------------

Income  before income tax. . . . . . . . . . .         8,169        8,816
Income tax expense . . . . . . . . . . . . . .         3,308        3,454
                                                ------------  ------------

Net income . . . . . . . . . . . . . . . . . .  $      4,861  $     5,362
                                                ============  ============

Weighted average shares outstanding:
  Basic. . . . . . . . . . . . . . . . . . . .        12,521       12,245
                                                ============  ============
  Diluted. . . . . . . . . . . . . . . . . . .        12,661       12,362
                                                ============  ============

Earnings per common share:
  Basic. . . . . . . . . . . . . . . . . . . .  $       0.39  $      0.44
                                                ============  ============
  Diluted. . . . . . . . . . . . . . . . . . .  $       0.38  $      0.43
                                                ============  ============
</TABLE>

                 See notes to consolidated financial statements.


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

(in thousands)                                             Six Months Ended
                                                       --------------------------
                                                         July 5,       July 5,
                                                          2005          2004
                                                       ------------  ------------
                                                       (unaudited)   (unaudited)
<S>                                                    <C>           <C>
Net income. . . . . . . . . . . . . . . . . . . . . .  $      4,861  $      5,362
Other comprehensive income:
  Foreign currency translation adjustment, net of tax           102             -
                                                       ------------  ------------

Comprehensive income. . . . . . . . . . . . . . . . .  $      4,963  $      5,362
                                                       ============  ============
</TABLE>

                See notes to consolidated financial statements.


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

(in thousands)                                                    Six Months Ended
                                                              --------------------------
                                                                July 5,       July 5,
                                                                  2005          2004
                                                              ------------  ------------
                                                              (unaudited)   (unaudited)
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net income . . . . . . . . . . . . . . . . . . . . . . . .  $     4,861   $     5,362
  Adjustments to reconcile net income to net cash
    from operating activities:
  Depreciation . . . . . . . . . . . . . . . . . . . . . . .        2,179         1,916
  Amortization . . . . . . . . . . . . . . . . . . . . . . .          460            79
  Deferred income taxes. . . . . . . . . . . . . . . . . . .        1,548          (395)
  Loss on sale of fixed assets . . . . . . . . . . . . . . .            8            22
  Changes in working capital accounts, net of
    effects of acquisitions:
    Accounts receivable. . . . . . . . . . . . . . . . . . .       (3,645)          668
    Inventories. . . . . . . . . . . . . . . . . . . . . . .       (1,841)       (5,793)
    Other current assets . . . . . . . . . . . . . . . . . .        2,428          (462)
    Net investment in leases . . . . . . . . . . . . . . . .        2,413           254
    Accounts payable . . . . . . . . . . . . . . . . . . . .       (4,065)        5,332
    Deferred revenue . . . . . . . . . . . . . . . . . . . .          (59)         (908)
    Income tax payable . . . . . . . . . . . . . . . . . . .           90           290
    Employee compensation and benefits . . . . . . . . . . .       (3,740)         (286)
    Other, net . . . . . . . . . . . . . . . . . . . . . . .       (6,088)        1,133
                                                              ------------  ------------
  Net operating activities . . . . . . . . . . . . . . . . .       (5,451)        7,212
                                                              ------------  ------------
Cash flows from investing activities:
  Capital expenditures . . . . . . . . . . . . . . . . . . .       (1,162)       (1,062)
  Proceeds from sale of fixed assets . . . . . . . . . . . .            6            20
  Purchases of certificates of deposit . . . . . . . . . . .          (34)       (1,517)
  Acquisition of businesses, net of
    cash acquired. . . . . . . . . . . . . . . . . . . . . .       (1,139)         (541)
                                                              ------------  ------------
  Net investing activities . . . . . . . . . . . . . . . . .       (2,329)       (3,100)
                                                              ------------  ------------
Cash flows from financing activities:
  Payments of notes payable. . . . . . . . . . . . . . . . .         (662)         (663)
  Proceeds from exercise of stock options
    and related tax benefit. . . . . . . . . . . . . . . . .        2,327           396
  Purchase of treasury stock.. . . . . . . . . . . . . . . .         (376)         (349)
  Proceeds from employee stock purchase plan . . . . . . . .            -           160
  Net payments of short-term borrowings. . . . . . . . . . .       (2,501)            -
                                                              ------------  ------------
  Net financing activities . . . . . . . . . . . . . . . . .       (1,212)         (456)
                                                              ------------  ------------
Effect of exchange rate changes on cash and cash equivalents          102             -
                                                              ------------  ------------
Change in cash and cash equivalents. . . . . . . . . . . . .       (8,890)        3,656
Cash and cash equivalents:
  Beginning of period. . . . . . . . . . . . . . . . . . . .       13,108        37,183
                                                              ------------  ------------
  End of period. . . . . . . . . . . . . . . . . . . . . . .  $     4,218   $    40,839
                                                              ============  ============
</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  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 six-month period ended July 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.

     In  March  2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB No.
     107").  SAB No. 107 covers key topics related to the implementation of SFAS
     No.  123R which include the valuation models, expected volatility, expected
     option  term,  income  tax  effects  of  SFAS  No.  123R, classification of
     stock-based  compensation  cost,  capitalization of compensation costs, and
     disclosure  requirements.


                                        7
<PAGE>
     In  March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
     Conditional  Asset  Retirement  Obligations"  (FIN  No.  47).  FIN  No.  47
     clarifies  that a company should record a liability for a conditional asset
     retirement obligation when incurred if the fair value of the obligation can
     be  reasonably estimated. This interpretation further clarified conditional
     asset retirement obligation, as used in SFAS No. 143, "Accounting for Asset
     Retirement  Obligations,"  as  a  legal  obligation  to  perform  an  asset
     retirement  activity  in  which  the timing and/or method of settlement are
     conditional  on a future event that may or may not be within the control of
     the  entity. FIN No. 47 is effective for companies no later than the end of
     their  fiscal  years  ending  after December 15, 2005. The Company does not
     expect  the  adoption  of  FIN  No.  47  to have an impact on the Company's
     financial  position,  results  of  operations  or  cash  flows.

     In  May  2005,  the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections," which replaces APB No. 20, "Accounting Changes," and SFAS No.
     3,  "Reporting  Accounting  Changes  in Interim Financial Statements." This
     statement  requires  that  an  entity  apply  the  retrospective  method in
     reporting  a change in an accounting principle of the reporting entity. The
     standard only allows for a change in accounting principle if it is required
     by  a  newly  issued accounting pronouncement or the entity can justify the
     use  of  an allowable alternative accounting principle on the basis that it
     is  preferable.  This  statement  also requires that corrections for errors
     discovered  in  prior  period  financial  statements be reported as a prior
     period  adjustment  by  restating  the  prior  period financial statements.
     Additional  disclosures  are required when a change in accounting principle
     or  reporting  entity  occurs, as well as when a correction for an error is
     reported.  The  statement  is effective for the Company for fiscal 2006. No
     material  impact  is  anticipated  as  a  result  of  the  adoption of this
     statement.

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  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 July 5, 2005, the
     Company  had  an outstanding balance under the Company's credit facility of
     $17.7  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, the Company is subject to various
     financial  covenants  including  maintenance of a minimum level of tangible
     net  worth,  a  minimum  fixed charge coverage ratio and a maximum ratio of
     total funded indebtedness to EBITDA. As of July 5, 2005, the Company 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:


                                        8
<PAGE>
<TABLE>
<CAPTION>
(in thousands, except per                       Three Months Ended July 5,
share amounts)                                     2005             2004
                                              ---------------  ---------------
<S>                                           <C>              <C>
Net income - as reported                      $         3,111  $         3,086
Stock-based compensation expense-net of tax               266              261
                                              ---------------  ---------------
Net income - pro forma                        $         2,845  $         2,825
                                              ===============  ===============
Net income per common share - as reported
  Basic                                       $          0.25  $          0.25
                                              ===============  ===============
  Diluted                                     $          0.25  $          0.25
                                              ===============  ===============
Net income per common share - pro forma
  Basic                                       $          0.23  $          0.23
                                              ===============  ===============
  Diluted                                     $          0.22  $          0.23
                                              ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
(in thousands, except per                       Six Months Ended July 5,
share amounts)                                    2005           2004
                                              -------------  -------------
<S>                                           <C>            <C>
Net income - as reported                      $       4,861  $       5,362
Stock-based compensation expense-net of tax           1,358            800
                                              -------------  -------------
Net income - pro forma                        $       3,503  $       4,562
                                              =============  =============
Net income per common share - as reported
  Basic                                       $        0.39  $        0.44
                                              =============  =============
  Diluted                                     $        0.38  $        0.43
                                              =============  =============
Net income per common share - pro forma
  Basic                                       $        0.28  $        0.37
                                              =============  =============
  Diluted                                     $        0.28  $        0.37
                                              =============  =============
</TABLE>

5.   Earnings  per  Common  Share

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

<TABLE>
<CAPTION>
                                      Three Months Ended July 5,
                    ----------------------------------------------------------------
                                2005                              2004
                    -------------------------------  -------------------------------
                                       Per Share                        Per Share
                        Shares          Amount           Shares          Amount
                    --------------  ---------------  --------------  ---------------
<S>                 <C>             <C>              <C>             <C>
Basic EPS                   12,573  $          0.25          12,258  $          0.25
Effect of dilutive
  stock options                 83                -             143                -
                    --------------  ---------------  --------------  ---------------
Diluted EPS                 12,656  $          0.25          12,401  $          0.25
                    ==============  ===============  ==============  ===============
</TABLE>


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                        Six Months Ended July 5,
                    ----------------------------------------------------------
                               2005                          2004
                    ----------------------------  ----------------------------
                                    Per Share                     Per Share
                       Shares         Amount         Shares         Amount
                    ------------  --------------  ------------  --------------
<S>                 <C>           <C>             <C>           <C>
Basic EPS                 12,521  $        0.39         12,245  $        0.44
Effect of dilutive
  stock options              140          (0.01)           117          (0.01)
                    ------------  --------------  ------------  --------------
Diluted EPS               12,661  $        0.38         12,362  $        0.43
                    ============  ==============  ============  ==============
</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  July  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
                                  7/5/2005      7/5/2005       7/5/2005      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  $       1,841  $        183  $      2,024  $       1,769  $        255
  Customer lists                       2,877            861         2,016         2,877            559         2,318
  Other intangibles                    1,200            157         1,043         1,200             71         1,129
                                ------------  -------------  ------------  ------------  -------------  ------------
  Total amortized intangibles   $      6,101  $       2,859  $      3,242  $      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 July 5, 2005,
     amortization  expense  related  to intangible assets was $192 thousand. For
     the  quarter ended July 5, 2004, amortization expense related to intangible
     assets  was  $39  thousand.  For  the  six  months  ended  July  5,  2005,
     amortization  expense  related to intangible assets with definite lives was
     $460  thousand. For the six months ended July 5, 2004, amortization expense
     related  to  intangible  assets  with  definite  lives  was  $79  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            $  304  July 6, 2005 - January 5, 2006
2006               543
2007               504
2008               461
2009               421
2010 +           1,009
                ------
Total           $3,242
                ======
</TABLE>

     The  change in the net carrying amount of goodwill for the six months ended
     July  5,  2005  by  segment  is  as  follows:


                                       10
<PAGE>
<TABLE>
<CAPTION>
(in thousands)                                 Products   Services    Consolidated
                                              ----------  ---------  --------------
<S>                                           <C>         <C>        <C>
Net carrying amount as of 1/5/05              $  36,060   $  73,853  $     109,913
Net goodwill recorded during first quarter          (54)         43            (11)
                                              -------------------------------------
Net carrying amount as of 4/5/05              $  36,006   $  73,896  $     109,902
Net goodwill recorded during second quarter         296         316            612
                                              ----------  ---------  --------------
Net carrying amount as of 7/5/05              $  36,302   $  74,212  $     110,514
                                              ==========  =========  ==============
</TABLE>

7.   Supplemental  Cash  Flow  Disclosures

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

<TABLE>
<CAPTION>
                                        Six Months Ended July 5,
                                     -----------------------------
                                          2005           2004
                                     --------------  -------------
<S>                                  <C>             <C>
Interest paid                        $         520   $         162
                                     ==============  =============
Income taxes paid                    $       1,088   $       2,364
                                     ==============  =============
Adjustments to purchase price
  of acquired assets and goodwill    $        (538)  $          70
                                     ==============  =============

Business combinations accounted for
as purchases:
  Assets acquired                    $       1,139   $         541
  Liabilities assumed                            -               -
                                     -----------------------------
  Net cash paid                      $       1,139   $         541
                                     =============================
</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

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


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                 Three Months Ended July 5, 2005
                               ------------------------------------------------------------------
                                  Products         Services          Leasing       Consolidated
                               ---------------  ---------------  ---------------  ---------------
<S>                            <C>              <C>              <C>              <C>
Revenues                       $       135,203  $        58,442  $            26  $       193,671
Income from operations                   2,313            3,103               18            5,434
Total assets                           200,460          116,161            6,120          322,741
Capital expenditures                       304              472                -              776
Depreciation and amortization              496              802                -            1,298
</TABLE>

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

<TABLE>
<CAPTION>
                                                Six Months Ended July 5, 2005
                               --------------------------------------------------------------
                                  Products        Services        Leasing       Consolidated
                               --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>
Revenues                       $      246,488  $      112,719  $           54  $      359,261
Income from operations                  3,825           4,735              37           8,597
Total assets                          200,460         116,161           6,120         322,741
Capital expenditures                      444             718               -           1,162
Depreciation and amortization             879           1,760               -           2,639
</TABLE>

<TABLE>
<CAPTION>
                                                Six Months Ended July 5, 2004
                               --------------------------------------------------------------
                                  Products        Services        Leasing       Consolidated
                               --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>
Revenues                       $      268,289  $       65,048  $           32  $      333,369
Income from operations                  4,047           4,759               2           8,808
Total assets                          175,926          96,586           7,016         279,528
Capital expenditures                      560             502               -           1,062
Depreciation and amortization           1,051             942               2           1,995
</TABLE>

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  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 charges were
     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.


                                       12
<PAGE>
     As  of  July  5,  2005,  the  restructuring  and  severance  charge accrual
     consisted  of  the  following:

<TABLE>
<CAPTION>
(in thousands)            Total Initial   Cash        Accrued balance
                          Accrual         payments    at July 5, 2005
                          --------------------------------------------
<S>                       <C>             <C>         <C>
Severance                 $        1,847  $  (1,637)  $            210
Facility consolidations              576       (345)               231
                          --------------------------------------------
                          $        2,423  $  (1,982)  $            441
                          ============================================
</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 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>
(in thousands)            Total Initial   Cash        Liability balance at
                          Liability       payments    July 5, 2005
                          -------------------------------------------------
<S>                       <C>             <C>         <C>
Severance                 $        2,682  $  (2,256)  $                 426
Facility consolidations            3,715       (729)                  2,986
                          -------------------------------------------------
                          $        6,397  $  (2,985)  $               3,412
                          =================================================
</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 were $2.1
     million  at  July  23,  2004.

     As  of  July  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   Cash        Balance at
           as of 7/23/04   payments    July 5, 2005
           -----------------------------------------
<S>        <C>             <C>         <C>
Severance  $          647  $    (647)  $           -
           -----------------------------------------
           $          647  $    (647)  $           -
           =========================================
</TABLE>

<TABLE>
<CAPTION>
Fiscal 2002 Restructuring Charge

                         Total Accrual   Cash        Balance at
                         as of 7/23/04   payments    July 5, 2005
                         -----------------------------------------
<S>                      <C>             <C>         <C>
Facility consolidations  $          756  $    (722)  $          34
Other charges                       696       (666)             31
                         -----------------------------------------
                         $        1,452  $  (1,388)  $          65
                         =========================================
</TABLE>


                                       13
<PAGE>
     ITEM 2-MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS

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

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


                                       14
<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  revenues:

<TABLE>
<CAPTION>
                                               Percentage of net sales and revenues
                                       ------------------------------------------------------
          Financial Results                Three months ended          Six months ended
-------------------------------------            July 5,                    July 5,
                                       ------------  ------------  ------------  ------------
                                           2005          2004          2005          2004
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Net sales and revenues:
  Equipment, supplies and leasing             69.8%         80.7%         68.6%         80.5%
  Service                                     30.2%         19.3%         31.4%         19.5%
                                       ------------  ------------  ------------  ------------
  Total net sales and revenues               100.0%        100.0%        100.0%        100.0%
                                       ============  ============  ============  ============

Cost of sales and servce:
  Equipment, supplies and leasing             64.5%         74.9%         63.3%         74.4%
  Service                                     22.0%         14.0%         22.6%         14.2%
                                       ------------  ------------  ------------  ------------
    Total cost of sales and service           86.5%         88.9%         85.9%         88.6%
                                       ============  ============  ============  ============

Gross profit:
  Equipment, supplies and leasing              5.3%          5.8%          5.3%          6.1%
  Service                                      8.2%          5.3%          8.8%          5.3%
                                       ------------  ------------  ------------  ------------
    Total gross profit                        13.5%         11.1%         14.1%         11.4%
                                       ============  ============  ============  ============

Operating expenses:
  Selling, general and administrative          9.6%          7.2%         10.5%          7.7%
  Rent                                         0.4%          0.4%          0.5%          0.5%
  Depreciation                                 0.6%          0.6%          0.6%          0.6%
  Amortization                                 0.1%          0.0%          0.1%          0.0%
                                       ------------  ------------  ------------  ------------
    Total operating expenses                  10.7%          8.2%         11.7%          8.8%
                                       ============  ============  ============  ============

Income from operations                         2.8%          2.9%          2.4%          2.6%

Net other expense                              0.1%          0.0%          0.1%          0.0%
                                       ------------  ------------  ------------  ------------

Income before income tax                       2.7%          2.9%          2.3%          2.6%
Income tax expense                             1.1%          1.2%          0.9%          1.0%

                                       ------------  ------------  ------------  ------------
Net income                                     1.6%          1.7%          1.4%          1.6%
                                       ============  ============  ============  ============
</TABLE>


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

TOTAL  NET  SALES  AND  REVENUES.  Total  net sales and revenues increased $15.5
million,  or  8.7%,  to $193.7 million in the second quarter of fiscal 2005 from
$178.2  million  in  the  second quarter of fiscal 2004.    Products and leasing
sales  decreased  $8.5 million, or 5.9%, to $135.2 million in the second quarter
of  fiscal  2005 from $143.7 million in the second quarter of fiscal 2004.  This
decrease  is  due  to  reduced  IT  spending.  Service  revenues increased $24.0
million,  or  69.7%,  to $58.4 million in the second quarter of fiscal 2005 from
$34.4  million  in  the  second  quarter  of  fiscal year 2004.    This increase
reflects  both  organic  growth  and  the  acquisition  of Alternative Resources
Corporation  ("ARC")  on  July  23,  2004.

Total net sales and revenues increased $25.9 million, or 7.8%, to $359.3 million
in  the  first  six  months  of fiscal 2005 from $333.4 million in the first six
months  of fiscal 2004.   Products and leasing sales decreased $21.8 million, or
8.1%,  to  $246.5  million  in  the  first six months of fiscal 2005 from $268.3
million  in  the  first  six  months of fiscal 2004.  Service revenues increased
$47.7  million,  or  73.3%,  to $112.7 million in the first six months of fiscal
2005  from  $65.0  million  in  the  first  six  months  of  fiscal  year  2004.

GROSS PROFIT. Gross profit increased $6.5 million, or 32.9%, to $26.2 million in
the  second  quarter  of fiscal 2005 from $19.7 million in the second quarter of
fiscal  2004.  The  increase  resulted  primarily  from  the increase in service
revenues  as  a  percentage  of total revenues and the increase in service gross
margin  as  a  percentage  of  total  gross  margins  due  to the acquisition of
Alternative  Resources  Corporation.  Gross  profit, as a percentage of revenue,
increased  to 13.5% in the second quarter of fiscal 2005 as compared to 11.1% in
the  second  quarter  of  fiscal  2004.  This  increase in gross margin resulted
primarily  from  the  increase  in  service  revenues  as  a percentage of total
revenues and the increase in service gross margin as a percentage of total gross
margin.  On  a  forward  looking  basis, the Company expects to be aggressive in
product  and service pricing in order to increase market share, which could have
an  unfavorable  impact  on  overall  gross  margin.   Additionally, the Company
expects  to  continue increasing the breadth and depth of its service offerings,
which  will  have  a  continued impact on service gross margin. Factors that may
have  an  impact  on gross margin in the future include the continued changes in
hardware  margins,  changes in personnel utilization rates, the type of products
sold and services provided, a change in unit prices, the percentage of equipment
or  service  sales with lower-margin customers, the ratio of service revenues to
total  net  sales and revenues, and the Company's decision to aggressively price
certain  products  and  services.

Gross  profit increased $12.6 million, or 33%, to $50.7 million in the first six
months of fiscal 2005 from $38.1 million in the first six months of fiscal 2004.
The  increase was primarily due to increased total net sales and revenues offset
somewhat  by  lower product gross profit in 2004.  Gross profit, as a percentage
of  revenue,  increased  to  14.1%  in  the  first  six months of fiscal 2005 as
compared  to  11.4%  in  the  first six months of fiscal 2004.  This increase in
gross  margin  resulted  primarily  from  the  increase in service revenues as a
percentage  of  total  revenues  and  the  increase in service gross margin as a
percentage  of  total  gross  margin.  On  a  forward looking basis, the Company
expects  to  be  aggressive  in  product  and  service  pricing in order to gain
existing  market  share  which could have an unfavorable impact on overall gross
margin.

OPERATING  EXPENSES.  Selling,  general  and  administrative expenses (including
rent  expense)  expressed  as  a  percentage  of  total  net  sales and revenues
increased  to 10.0% in the second quarter of fiscal 2005 from 7.6% in the second
quarter  of  fiscal 2004.  Total operating expenses expressed as a percentage of
total  net sales and revenues increased to 10.7% in the second quarter of fiscal
2005  from  8.2%  in  the  second  quarter  of  fiscal  2004.  The increases are
primarily  the  result  of the acquisition of Alternative Resources Corporation.


                                       16
<PAGE>
Selling,  general and administrative expenses (including rent expense) expressed
as  a percentage of total net sales and revenues increased to 11.0% in the first
six  months  of  fiscal  2005  from 8.2% in the first six months of fiscal 2004.
Total  operating  expenses  expressed  as  a  percentage  of total net sales and
revenues  increased to 11.7% in the first six months of fiscal 2005 from 8.8% in
the  first  six  months  of  fiscal  2004.

INCOME FROM OPERATIONS.  Income from operations increased $0.3 million, or 5.9%,
to  $5.4  million  in the second quarter of fiscal 2005 from $5.1 million in the
second  quarter of fiscal 2004. The Company's operating margin decreased to 2.8%
in  the  second quarter of fiscal 2005 as compared to 2.9% in the second quarter
of  fiscal  2004.  This  decrease  is  a  result  of  the  increase in operating
expenses.

Income  from  operations decreased $0.2 million, or 2.4%, to $8.6 million in the
first  six  months  of  fiscal 2005 from $8.8 million in the first six months of
fiscal  2004.  The Company's operating margin decreased to 2.4% in the first six
months  of  fiscal  2005  as  compared to 2.6% in the first six months of fiscal
2004.  This  decrease  is  primarily  due to the increase in operating expenses.


INTEREST  INCOME/EXPENSE.  Net  interest  expense  was  $206 thousand during the
second quarter of fiscal 2005 as compared to net interest income of $19 thousand
during second quarter of fiscal 2004.  This increase in net interest expense was
a  result  of  increased  borrowings  under  our  credit  facility.

Net  interest  expense  was $427 thousand in the first six months of fiscal 2005
compared  to  net  interest  income  of  $31 thousand in the first six months of
fiscal  2004.   This  increase in net interest expense was a result of increased
borrowings  under  our  credit  facility.

INCOME  TAXES.  The Company's effective tax rate was 40.5% in the second quarter
of  fiscal  2005  compared  to 39.5% in the second quarter of fiscal 2004.  This
increase  was principally related to the increased rate in calculating state and
local  income  taxes.

The  Company's  effective  tax  rate was 40.5% in the first six months of fiscal
2005  compared  to  39.2% in the first six months of fiscal 2004.  This increase
was  principally  related  to  the increased rate in calculating state and local
income  taxes.

NET  INCOME. Net income increased $20 thousand, or 0.8%, to $3.11 million in the
second quarter of fiscal 2005 from $3.09 million in the second quarter of fiscal
2004  due  to  the  factors  described  above.

Net  income  decreased  $0.5  million, or 9.3%, to $4.9 million in the first six
months  of  fiscal 2005 from $5.4 million in the first six months of fiscal 2004
due  to  the  factors  described  above.


                                       17
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

Cash  used  in  operating activities was $5.5 million in the first six months of
fiscal  2005. Cash used in investing activities was $2.3 million, which included
$1.1  million  for  prior  year  acquisitions  and  $1.2  million  for  capital
expenditures. Cash used in financing activities was $1.2 million, which included
$2.5  million  for repayment of short-term borrowings, $0.4 million for purchase
of  treasury stock and $0.7 million for payments of notes payable offset by $2.3
million  of  proceeds  from  exercise  of  stock  options.

A  significant  part  of  Pomeroy's  inventories  are  financed  by  floor  plan
arrangements  with third parties. At July 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 July 5,
2005,  the adjusted LIBOR rate was 5.34%.  This credit facility expires June 28,
2007.

As  of  July 5, 2005, the Company had an outstanding balance under the Company's
credit  facility  of  $17.7  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 Pomeroy,
except  those  assets  that  collateralize certain other financing arrangements.
Under  the terms of the credit facility, Pomeroy is subject to various financial
covenants.  Currently,  Pomeroy  is not in violation of any financial covenants.

Pomeroy  believes  that  the  anticipated  cash flow from operations and current
financing  arrangements  will  be  sufficient  to  satisfy  Pomeroy's  capital
requirements  for  the  next  twelve  months. Historically, Pomeroy has financed
acquisitions  using a combination of cash, deferred earn-out payments, shares of
its  Common  Stock  and  seller  financing.  Pomeroy  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.


OFF-BALANCE  SHEET  ARRANGEMENTS  AND  CONTRACTUAL  OBLIGATIONS

Aggregated information about the Company's contractual obligations as of July 5,
2005  are  presented  in  the  following  table:

<TABLE>
<CAPTION>
(in thousands)                                   Payments due by period
                          -------------------------------------------------------------------

                                        LESS THAN                                 MORE THAN
CONTRACTUAL OBLIGATIONS      TOTAL        1 YEAR      1-3 YEARS     3-5 YEARS      5 YEARS
---------------------------------------------------------------------------------------------
<S>                       <C>          <C>           <C>           <C>           <C>
Operating leases               14,907  $      4,620  $      8,649  $      1,638  $          -
Floor plan notes payable       21,434        21,434             -             -             -
Short-term borrowings          17,652        17,652             -             -             -
                          -------------------------------------------------------------------
Total contractual cash
obligations                    53,993  $     43,706  $      8,649  $      1,638  $          -
                          ===================================================================
</TABLE>


                                       18
<PAGE>
The  operating leases, shown above, are not recorded on the consolidated balance
sheet.  Operating  leases  are  utilized in the normal course of business.   The
expected  timing or payment of obligations discussed above is estimated based on
current  information.  Timing  of  payments  and  actual  amounts  paid  may  be
different  depending  on  changes  to  agreed-upon amounts for some obligations.


                                       19
<PAGE>
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 debt position, the Company
did  not  experience  a  material  impact from interest rate risk for the second
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, Pomeroy 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  restatement  of  the Company's
consolidated financial statements for the first 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.

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.  The  completion  of this implementation and its integration with other
Pomeroy  systems  paved  the  way  for  the  full  integration  of  the combined
companies'  business  processes.  All  financial  transactions  and  financial
reporting  for the Company are currently maintained in Pomeroy's legacy systems.

The  Company  has  engaged  a  third party consulting firm to review systems and
processes  supporting  invoicing  and  revenue  recognition for weaknesses which
could  lead  to  material  misstatement  of  revenue.  The  project  has  been
substantially  completed  as  of  the  date  of  this  filing.  The  systems and
processes  reviewed  and  validated  were considered sufficient from an internal
control  standpoint.


                                       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.

<TABLE>
<CAPTION>
                             Issuer Purchases of Equity Securities


                                                       (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
4/6/05 - 5/5/05                    -  $             -                    -             100,000
5/6/05 - 6/5/05               27,400  $         12.18               27,400              72,600
6/6/05 - 7/5/05                3,900  $         10.79                3,900              68,700
                 -----------------------------------------------------------------------------
Total                         31,300  $             -               31,300              68,700
                 =============================================================================
</TABLE>

During  2004  and  through  July  5,  2005,  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 is 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

On June 16, 2005, the Company held its annual meeting of stockholders for the
following purposes:


          1.  To  elect  ten  directors;  and

          2.  To  approve  certain  amendments  to the 2002 Amended and Restated
          Outside  Directors'  Stock  Option  Plan.


                                       21
<PAGE>
     The voting on the above matters by the stockholders was as follows:

     Matter
     ------

<TABLE>
<CAPTION>
Election of Directors:     For      Withheld
----------------------  ----------  ---------
<S>                     <C>         <C>
David B. Pomeroy, II     7,619,804  2,878,925
James H. Smith III       7,613,725  2,885,004
Michael E. Rohrkemper    7,622,409  2,876,320
Stephen E. Pomeroy       7,670,639  2,828,090
William H. Lomicka      10,160,356    338,373
Vincent D. Rinaldi       7,620,637  2,878,092
Debra E. Tibey          10,181,168    317,561
Edward E. Faber         10,326,264    172,465
Kenneth R. Waters       10,390,406    108,323
David G. Boucher        10,421,176     77,553
</TABLE>


     APPROVE  THE  AMENDMENT  TO THE COMPANY'S 2002 AMENDED AND RESTATED OUTSIDE
     DIRECTORS'  STOCK  OPTION  PLAN

     5,255,420 shares were voted in favor of the forgoing proposal and 3,895,122
     shares  were  voted  against  the  forgoing  proposal. Stockholders holding
     19,230, shares abstained from voting in this proposal. The number of shares
     voted  in  favor  of  the  proposal  was  sufficient  for  its  passage.


ITEM 5-OTHER INFORMATION
None

ITEM 6-EXHIBITS

(a)  Exhibits

<TABLE>
<CAPTION>
<S>        <C>
31.1       Section 302 CEO Certification

31.2       Section 302 CFO Certification

32.1       Section 906 CEO Certification

32.2       Section 906 CFO Certification
</TABLE>


                                       22
<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: August 15, 2005            By:  /s/ Michael E. Rohrkemper

                                  ----------------------------------------------
                                   Michael E. Rohrkemper
                                   Chief Financial Officer and
                                   Chief Accounting Officer


                                       23