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


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

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

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

          ARTICLE  FIRST:  The  name  of  the  Corporation  is  Pomeroy  IT
          Solutions,  Inc."


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

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


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


                                      POMEROY  COMPUTER  RESOURCES,  INC.



                                      By:
                                         -------------------------------------
                                         Stephen  E.  Pomeroy,  President



                                      By:
                                         -------------------------------------
                                         Michael  Rohrkemper,  Secretary



COMMONWEALTH  OF  KENTUCKY
COUNTY  OF  KENTON

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

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


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

My  Commission  Expires:

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