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).
_________________________________________________________________
<PAGE>
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%
______
<PAGE>
_________________________________________________________________
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
<PAGE>
(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
<PAGE>
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.
