Pomeroy It Solutions Inc – ‘8-A12G’ on 4/2/98

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  6     22K 

Document Table of Contents

8-A12G
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    SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

    FORM 8-A

     FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
     PURSUANT TO SECTION 12(b) OR (g) OF THE
     SECURITIES EXCHANGE ACT OF 1934

      Pomeroy Computer  Resources,Inc.
    ______________________________________________________

    (Exact name of registrant as specified in its charter)

Delaware                                    31-1227808      
___________                                 ___________     

(State of incorporation                   (I.R.S Employer   
   or organization)                          Identification No.)

    1020 Petersburg Road,  Hebron  Kentucky  41048
    ______________________________________________

     (Address of principal executive offices) (Zip Code)

     Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class           Name of each exchange on which
          to be so registered           each class is to be registered

      None                                None
      ____________________              ______________________

          If this  form relates  to the  registration  of a  class  of
     securities pursuant to Section 12(b) of  the Exchange Act and  is
     effective  pursuant  to  General  Instruction  A.(c),  check  the
following box.  [  ]                                        

          If this  form relates  to the  registration  of a  class  of
     securities pursuant to Section 12(g) of  the Exchange Act and  is
     effective  pursuant  to  General  Instruction  A.(d),  check  the
following box.  [X]                                         

          Securities Act registration statement  file number to  which
this form relates:                                          

____________________ (if applicable)    

          Securities to be registration  pursuant to Section 12(g)  of
the Act:                                                    

    Preferred Shares Purchase Rights
    ________________________________________________________________
    (Title of class)

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     Item 1.  Description of Registrant's Securities to be Registered.

          On February  18, 1998,  the Board  of Directors  of  Pomeroy
     Computer Resources, Inc. (the "Company"  ) declared a dividend of
     one  preferred  share  purchase  right  (a "Right"   )  for  each
     outstanding share of common stock, par value $.01 per share  (the
     "Common Share"  ) on March 15, 1998 (the "Record Date"   ) to the
     stockholders of record  on that date.   Each  Right entitles  the
     holder to purchase from the Company one one-thousandth of a share
     of Series A Junior Participating Preferred Stock, par value  $.01
     per share (the  "Preferred Shares"  ), of the Company, at a price
     of $115.00  per  one one-thousandth  of  a Preferred  Share  (the
     "Purchase Price"  ), subject to adjustment.  The  description and
     terms of the  Rights are  set forth  in a  Rights Agreement  (the
     "Rights Agreement" ') between  the Company  and The  Fifth  Third
Bank, as Rights Agent (the  "Rights Agent" ).               

          Subject to certain limited exceptions, until the earlier  of
     (i) ten days  following a public  announcement that  a person  or
     group  of  affiliated  or  associated  persons   (an   "Acquiring
     Person" ) has acquired beneficial ownership of 15% or more of the
     outstanding Common  Shares or  (ii) ten  business days  (or  such
     later date  as  may be  determined  by  action of  the  Board  of
     Directors prior to such time as  any person becomes an  Acquiring
     Person) following  the commencement  of,  or announcement  of  an
     intention  to  make,  a  tender  offer  or  exchange  offer   the
     consummation of which would result in the beneficial ownership by
     a person  or group  of 15%  or more  of such  outstanding  Common
     Shares (the earlier of such dates being called the  "Distribution
     Date" ), the Rights will be evidenced, with respect to any of the
     Common Share certificates outstanding as  of the Record Date,  by
     such Common  Share certificate  with a  copy of  this Summary  of
Rights attached thereto.                                    

          The Rights Agreement provides  that, until the  Distribution
     Date, the  Rights will  be transferred  with  and only  with  the
     Common  Shares.    Until   the  Distribution  Date  (or   earlier
     redemption  or  expiration  of  the  Rights),  new  Common  Share
     certificates issued after the Record Date or upon transfer or new
     issuance of Common Shares  will contain a notation  incorporating
     the Rights Agreement by reference.   Until the Distribution  Date
     (or  earlier  redemption  or  expiration  of  the  Rights),   the
     surrender for  transfer of  any  certificates for  Common  Shares
     outstanding as of the Record Date, even without such notation  or
     a copy of  this Summary of  Rights being  attached thereto,  will
     also constitute the  transfer of the  Rights associated with  the
     Common Shares  represented  by  such certificate.    As  soon  as
     practicable   following   the    Distribution   Date,    separate
     certificates evidencing the Rights  ( "Right Certificates" ) will
     be mailed to  holders of record  of the Common  Shares as of  the
     close of  business on  the Distribution  Date and  such  separate
Right Certificates alone will evidence the Rights.          

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          The Rights are not exercisable until the Distribution  Date.
     The Rights will expire on March 1, 2008 (the    "Final Expiration
     Date" ), unless the Final  Expiration Date is extended  or unless
     the Rights are earlier redeemed by  the Company, in each case  as
described below.                                            

          The Purchase  Price payable,  and  the number  of  Preferred
     Shares or other securities or property issuable, upon exercise of
     the Rights are subject to adjustment from time to time to prevent
     dilution  (i)  in  the  event  of  a  stock  dividend  on,  or  a
     subdivision, combination  or reclassification  of, the  Preferred
     Shares, (ii) upon the grant to holders of the Preferred Shares of
     certain rights or warrants to subscribe for or purchase Preferred
     Shares at  a  price,  or securities  convertible  into  Preferred
     Shares with a conversion price, less than the then current market
     price of the Preferred Shares or  (iii) upon the distribution  to
     holders of the Preferred Shares  of evidences of indebtedness  or
     assets (excluding  regular periodic  cash dividends  paid out  of
     earnings or retained earnings  or dividends payable in  Preferred
     Shares) or of subscription rights  or warrants (other than  those
referred to above).                                         

          The number of outstanding Rights and the number of one  one-
     thousandths of a Preferred Share  issuable upon exercise of  each
     Right are also  subject to  adjustment in  the event  of a  stock
     split of the  Common Shares  or a  stock dividend  on the  Common
     Shares payable in Common  Shares or subdivisions,  consolidations
     or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                             

          Preferred Shares  purchasable upon  exercise of  the  Rights
     will not be redeemable.  Each Preferred Share will be entitled to
     a quarterly dividend payment of 1000 times the dividend  declared
     per Common Share.   In the event of  liquidation, the holders  of
     the Preferred Shares will be entitled to an aggregate payment  of
     1000 times the  aggregate payment made  per Common  Share.   Each
     Preferred Share will  have 1000 votes,  voting together with  the
     Common Shares.   In  the event  of any  merger, consolidation  or
     other transaction  in which  Common  Shares are  exchanged,  each
     Preferred Share will be entitled to receive 1000 times the amount
     received per  Common  Share.    These  rights  are  protected  by
customary antidilution provisions.                          

          Because of  the nature  of the  Preferred Shares'  dividend,
     liquidation  and  voting  rights,  the  value  of  the  one  one-
     thousandth  interest  in  a  Preferred  Share  purchasable   upon
     exercise of each Right should approximate the value of one Common
Share.                                                      

          In the event  that any person  becomes an Acquiring  Person,
     proper provision shall be  made so that each  holder of a  Right,

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     other than Rights beneficially owned by the Acquiring Person  and
     its Affiliates and  Associates (which will  thereafter be  void),
     will thereafter have the right to receive upon exercise, in  lieu
     of Preferred Shares, that number of Common Shares having a market
     value of two times the exercise price of the Right.  In the event
     that, at any time after a Person becomes an Acquiring Person, the
     Company is acquired  in a  merger or  other business  combination
     transaction or 50% or more of its consolidated assets or  earning
     power is sold, proper provision will be made so that each  holder
     of a Right will  thereafter have the right  to receive, upon  the
     exercise thereof at the then current exercise price of the Right,
     that number of shares  of common stock  of the acquiring  company
     which at the time of such transaction will have a market value of
two times the exercise price of the Right.                  

          If the Company  does not  have sufficient  Common Shares  to
     satisfy such obligation to issue Common  Shares, or if the  Board
     of Directors so elects, the Company shall deliver upon payment of
     the exercise price  of a Right  an amount of  cash or  securities
     equivalent in value to the  Common Shares issuable upon  exercise
     of a Right;  provided that,  if the  Company fails  to meet  such
     obligation within 30 days  following the later  of (x) the  first
     occurrence of an  event triggering the  right to purchase  Common
     Shares and (y) the  date on which the  Company's right to  redeem
     the Rights expires, the Company must deliver, upon exercise of  a
     Right but without requiring payment of the exercise price then in
     effect, Common Shares (to the extent available) and cash equal in
     value to the difference  between the value  of the Common  Shares
     otherwise issuable upon the exercise of a Right and the  exercise
     price then in effect.  The Board of Directors may extend the  30-
     day period described  above for up  to an additional  60 days  to
     permit the taking of  action that may  be necessary to  authorize
     sufficient additional  Common Shares  to permit  the issuance  of
Common Shares upon the exercise in full of the Rights.      

          At any time after any Person becomes an Acquiring Person and
     prior to the acquisition by any person or group of a majority  of
     the outstanding  Common Shares,  the Board  of Directors  of  the
     Company may exchange the Rights (other than Rights owned by  such
     person or group which have become void), in whole or in part,  at
     an exchange  ratio of  one Common  Share  per Right  (subject  to
adjustment).                                                

          With certain exceptions, no adjustment in the Purchase Price
     will  be  required  until   cumulative  adjustments  require   an
     adjustment of at least 1% in such Purchase Price.  No  fractional
     Preferred Shares will be issued  (other than fractions which  are
     integral multiples of  one one-thousandth of  a Preferred  Share,
     which may,  at  the election  of  the Company,  be  evidenced  by
     depositary receipts) and in lieu  thereof, an adjustment in  cash
     will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.         

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          At any  time  prior  to  the  time  any  Person  becomes  an
     Acquiring Person,  the  Board of  Directors  of the  Company  may
     redeem the Rights in whole, but not in part, at a price of $0.001
     per Right  (the  "Redemption Price"  ).   The redemption  of  the
     Rights may be made effective at such time, on such basis and with
     such conditions as the Board of Directors in its sole  discretion
     may establish.   Immediately upon any  redemption of the  Rights,
     the right  to exercise  the Rights  will terminate  and the  only
     right of the holders of Rights will be to receive the  Redemption
Price.                                                      

          The terms  of the  Rights may  be amended  by the  Board  of
     Directors of the Company  without the consent  of the holders  of
     the Rights, except that  from and after such  time as any  person
     becomes an  Acquiring  Person  no such  amendment  may  adversely
     affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).        

          Until a Right  is exercised,  the holder  thereof, as  such,
     will have no rights as a  stockholder of the Company,  including,
  without limitation, the right to vote or to receive dividends.

          The  Rights   Agreement  is   an  exhibit   hereto  and   is
     incorporated herein by  reference.  This  summary description  of
     the Rights does not  purport to be complete  and is qualified  in
its entirety by reference to the Rights Agreement.          

8-A12G
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Item 2.  Exhibits.                                          

          1.   Rights Agreement  between  the Company  and  The  Fifth
   Third Bank, as  Rights Agent,  dated as  of February  23, 1998.
     (Incorporated by reference to Exhibit 4 to the Company's Form 8-K
     dated February 18, 1998, filed  with the Securities and  Exchange
Commission on March 2, 1998.)                               

     SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities
     Exchange Act  of  1934,  the  registrant  has  duly  caused  this
     registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.                       

   Date: April 2, 1998            POMEROY COMPUTER RESOURCES, INC.

                                    By: /s/ Stephen E. Pomeroy
                                       _______________________
                            Stephen E.Pomeroy,
                                 Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		3/1/08		3
Filed on:		4/2/98		6
		3/15/98		2
		3/2/98		6					8-K
		2/23/98		6					SC 13G
		2/18/98		2		6
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