Pomeroy It Solutions Inc – ‘SC 13G’ on 2/23/98 re: Pomeroy It Solutions Inc

As of:  Monday, 2/23/98   ·   Accession #:  883979-98-3   ·   File #:  5-43896

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      5     20K 

Document Table of Contents

SC 13G
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    SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549
    SCHEDULE 13G
     Under the Securities Exchange Act of 1934

     (Amendment No. 1)
      POMEROY COMPUTER RESOURCES, INC.
         _________________________________________________________________
(Name of Issuer)

      COMMON STOCK, $.01 PAR VALUE
         _________________________________________________________________
    (Title of Class of Securities)

731822 10 2 
         _________________________________________________________________
  (CUSIP Number)

     *The remainder  of this  cover page  shall be  filled out  for  a
     reporting person's initial  filing on this  form with respect  to
     the subject class of securities, and for any subsequent amendment
     containing information which would alter disclosures provided  in
a prior cover page.                                         

     The information  required on  the remainder  of this  cover  page
     shall not be deemed to be "filed"   for the purpose of Section 18
     of the  Securities Exchange  Act of  1934 (``Act'') or  otherwise
     subject to the liabilities of that  section of the Act but  shall
     be subject to all other provisions  of the Act (however, see  the
Notes).                                                     
     _________________________________________________________________

SC 13G
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          1)   Names of Reporting Persons I. R. S. Identification Nos.
of Above Persons (entities only)        
David B. Pomeroy, II                    
     _________________________________________________________________

         2)   Check the Appropriate Box if a  Member of a Group (See
Instructions)                           
(a)   ______                            
(b)   ______                            
     _________________________________________________________________

3)   SEC  Use Only  _____________________________ 

     _________________________________________________________________

4)   Citizenship or Place of Organization         

United States of America                

     _________________________________________________________________

      Number of Shares     (5) Sole Voting Power            2,373,235*
       Beneficially Owned  (6) Shared Voting Power              95,297**
      by Each Reporting   (7) Sole Dispositive Power        2,373,235*
       Person With          (8) Shared Dispositive Power        95,297**

     *    Includes 130,875 Shares issuable upon exercise of  currently
          exercisable stock options.  Excludes 25,000 shares  issuable
          upon exercise of currently exercisable stock options granted
subsequent to the end of the 1997 calendar year.  
     **   Includes 22,636 Shares owned by  Mr. Pomeroy's spouse as  to
          which he  disclaims  beneficial ownership.    Also  includes
          72,661 Shares owned by Pomeroy Computer Resources, Inc. ESOP
          ( "ESOP" ), of  which Mr.  Pomeroy  is a  trustee.   Of  the
          72,661 Share owned by ESOP, Mr. Pomeroy disclaims beneficial
          ownership except as  to the 33,161  Shares allocated to  his
          account which shares he has the right to vote under the ESOP
with respect to certain matters.                  
     _________________________________________________________________

        9)   Aggregate Amount Beneficially  Owned by Each  Reporting
Person   2,468,532                                          
_________                                 
     _________________________________________________________________

          10)  Check if  the  Aggregate  Amount in  Row  (9)  Excludes
Certain Shares (See Instructions)       
     _________________________________________________________________

          11)  Percent of Class Represented by Amount in Row (9) 27.1%
                                                                ______

SC 13G
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     _________________________________________________________________
   12)  Type of Reporting Person (See Instructions)   IN
                                                          ____________
     _________________________________________________________________

Item 1(a).     Name of Issuer.                              
Pomeroy Computer Resources, Inc.        

    Item 1(b).     Address of Issuer's Principal Executive Officers.
1020 Petersburg Road                    
Hebron, Kentucky  41048                 

Item 2(a).     Name of Person Filing.                       
David B. Pomeroy, II                    

     Item 2(b).     Address of Principal Business Office or, if  none,
Residence.                    

1020 Petersburg Road                    
Hebron, Kentucky  41048                 

Item 2(c).     Citizenship.                                 
United States of America                

Item 2(d).     Title of Class of Securities.                
Common Stock, $.01 par value            

Item 2(e).     CUSIP Number.                    731822 10 2 
Item 3                                                      

     If this statement is  filed pursuant to  Rules 13d-1(b), or  13d-
2(b), check whether the person filing is a:                 

          (a)  __   Broker or Dealer  registered under  Section 15  of
the Act                       
     (b)  __   Bank as defined in Section 3(a)(6) of the Act
          (c)  __   Insurance Company as  defined in Section  3(a)(19)
of the Act                    
          (d)  __   Investment Company registered  under section 8  of
the Investment Company Act    
          (e)  __   Investment Adviser registered under section 203 of
     the Investment Advisers Act of 1940

SC 13G
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          (f)  __   Employee  Benefit  Plan,  Pension  Fund  which  is
                    subject  to   the   provision  of   the   Employee
                    Retirement  Income   Security  Act   of  1974   or
             Endowment Fund; see S240.13d-1(b)(1)(ii)(F)
          (g)  __   Parent  Holding   Company,  in   accordance   with
         S240.13d-1(b)(ii)(G) (Note: See Item 7)
         (h)  __   Group, in accordance with S240.13d-1(b)(1)(ii)(H)

     Item 4.   Ownership.  If the  percent of the  class owned, as  of
     December 31 of the  year covered by the  statement, or as of  the
     last  day  of  any  month  described  in  Rule  13d-1(b)(2),   if
     applicable,  exceeds   five   percent,  provide   the   following
     information as of that date and identify those shares which there
is a right to acquire.                                      

(a)  Amount Beneficially Owned:                   

               2,468,532, including (i)  130,875 Shares issuable  upon
               exercise of currently  exercisable stock options;  (ii)
               22,636 Shares owned by Mr. Pomeroy's spouse as to which
               he disclaims  beneficial  ownership; and  (iii)  72,661
               Shares owned  by  ESOP,  of  which  Mr.  Pomeroy  is  a
               trustee.   Of  the  72,661 Share  owned  by  ESOP,  Mr.
               Pomeroy disclaims beneficial ownership except as to the
               33,161 Shares allocated to his account which shares  he
               has the right to  vote under the  ESOP with respect  to
               certain matters.  Excludes 25,000 shares issuable  upon
               exercise of currently exercisable stock options granted
        subsequent to the end of the 1997 calendar year.

(b)  Percent of Class:   21.7%                    

(c)  Number of Shares as to which such person has:
     (i)  sole power to vote or to direct the vote
  2,373,235*
       (ii) shared power to vote or to direct the vote
      95,297**
               (iii)     sole  power  to  dispose  or  to  direct  the
disposition of 2,373,235*             
               (iv) shared  power  to   dispose  or   to  direct   the
disposition of   95,297**           

          Instruction: For  computations  regarding  securities  which
     represent a right to acquire an underlying security see Rule 13d-
3(d)(1).                                                    

     *    Includes 130,875 Shares issuable upon exercise of  currently
          exercisable stock options.  Excludes 25,000 shares  issuable
          upon exercise of currently exercisable stock options granted
subsequent to the end of the 1997 calendar year.  
     **   Includes 22,636 Shares owned by  Mr. Pomeroy's spouse as  to
          which he  disclaims  beneficial ownership.    Also  includes
          72,661 Shares owned by Pomeroy Computer Resources, Inc. ESOP
          ( "ESOP" ), of  which Mr.  Pomeroy  is a  trustee.   Of  the
          72,661 Share owned by ESOP, Mr. Pomeroy disclaims beneficial
          ownership except as  to the 33,161  Shares allocated to  his
          account which shares he has the right to vote under the ESOP
with respect to certain matters.                  
<PAGE)                                                                          

Item 5.   Ownership of Five Percent of Less of a Class.     
          If this statement is being filed to report the fact that  as
     of the date  hereof the  reporting person  has ceased  to be  the
     beneficial owner  of  more than  five  percent of  the  class  of
securities, check the following __.                         

          Instruction: Dissolution of a  group requires a response  to
this item.                                                  

Not Applicable                          
     Item 6.   Ownership of  More  than  Five  Percent  on  Behalf  of
Another Person.                         

          If any other person is known to have the right to receive or
     the power  to  direct  the receipt  of  dividends  from,  or  the
     proceeds from the sale of, such  securities, a statement to  that
     effect should be included in response  to this item and, if  such
     interest relates to  more than five  percent of  the class,  such
     person should be identified.  A listing of the shareholders of an
     investment company registered under the Investment Company Act of
     1940 or the beneficiaries of employee benefit plan, pension  fund
or endowment fund is not required.                          

Not Applicable                          

     Item 7.   Identification and  Classification  of  the  Subsidiary
               Which Acquired the  Security Being Reported  on By  the
Parent Holding Company.                 
          If  a  parent  holding  company  has  filed  this  schedule,
     pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
     attach  an  exhibit   stating  the  identity   and  the  Item   3
     classification of the relevant subsidiary.   If a parent  holding
     company has filed this schedule pursuant to Rule 13d-1(c), attach
     an exhibit stating the identification of the relevant subsidiary.

Not Applicable                          

     Item 8.   Identification and  Classification  of Members  of  the
Group.                                  
          If a group  has filed this  schedule pursuant  to Rule  13d-
     1(b)(ii)(H), so indicate  under Item 3(h)  and attach an  exhibit
     stating the identity and Item 3 classification of each member  of
     the group.  If a group  has filed this schedule pursuant to  Rule
     13d-1(c), attach an exhibit stating  the identity of each  member
of the group.                                               
Not Applicable                          

Item 9.   Notice of Dissolution of Group.                   
          Notice of  dissolution of  a group  may be  furnished as  an
     exhibit stating the date of the dissolution and that all  further
     filings with respect to transactions in the security reported  on

SC 13G
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     will be filed,  if required, by  members of the  group, in  their
individual capacity.  See Item 5.                           

Not Applicable                          

Item 10.  Certification.                                    
          The  following  certification  shall  be  included  in   the
statement is filed pursuant to Rule 13d-1(b):               

          By signing below I certify that, to the best of my knowledge
     and belief, the securities referred to above were acquired in the
     ordinary course of business and were not acquired for the purpose
     of and do  not have  the effect  of changing  or influencing  the
     control of the issuer of such securities and were not acquired in
     connection with or  as a  participant in  any transaction  having
such purposes or effect.                                    

Signature.                                                  

          After reasonable inquiry and to the best of my knowledge and
     belief,  I  certify  that  the  information  set  forth  in  this
statement is true, complete and correct.                    

   Date  February 13, 1998           By:  /s/ David B. Pomeroy, II
        __________________               _________________________
                                              David B. Pomeroy, II

          The original statement  shall be  signed by  each person  on
     whose  behalf   the  statement   is  filed   or  his   authorized
     representative.  If the statement is signed on behalf of a person
     by his authorized representative (other than an executive officer
     or  general  part  of  this  filing  person),  evidence  of   the
     representative's authority to sign on behalf of such person shall
     be filed with the statement, provided,  however, that a power  of
     attorney for  this purpose  which is  already  on file  with  the
     Commission may be incorporated  by reference.   The name and  any
     title of each person  who signs the statement  shall be typed  or
printed beneath his signature.                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed on:		2/23/98							None on these Dates
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