SecProbe.io

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POMEROY
    IT SOLUTIONS

                                                      1020 Petersburg Road
                                                      Hebron, KY 41048
                                                      Phone: 859.586.0600

                                November 1, 2005

Securities and Exchange Commission
Attention: Brad Skinner, Accounting Branch Chief
100 F. Street, N.E.
Washington, DC 20549

     Re:  Pomeroy IT Solutions, Inc.
          File No. 000-20022

Dear Mr. Skinner:

     Pomeroy  IT  Solutions,  Inc.,  a  Delaware  corporation  (the "Company" or
"Pomeroy"),  hereby  submits  the  additional  responses set forth below to your
follow-up  Comment  Letter,  dated  October  18,  2005  (the  "Comment Letter"),
pertaining  to  the  Company's  Annual  Report  on  Form 10-K for the year ended
January  5,  2005,  as  amended  in  the  Form 10-K/A filed May 5, 2005, and the
Quarterly  Report  on Form 10-Q for the quarter ended July 5, 2005.  The Company
appreciates that the Commission's comments are designed to assist the Company in
providing  more  meaningful  disclosure.  Accordingly,  the  Company proposes to
amend  its  prior  filings  as  noted  below.

     Our  responses  set  forth below correspond to the numbered comments in the
Comment  Letter.  For  your  convenience, we have included your original comment
from  the  Comment  Letter  followed  by  the  Company's  response.

FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 5, 2005
---------------------------------------------------

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

LIQUIDITY AND CAPITAL RESOURCES, PAGE 23
----------------------------------------

1.   WE  HAVE READ YOUR RESPONSE TO PRIOR COMMENT NUMBER 1. YOU INDICATE, BUT DO
     NOT  PROPOSE  ANY  ADDITIONAL  DISCLOSURE,  THAT  OPERATING CASH FLOWS WERE
     AFFECTED  BY  THE  AGGRESSIVE PURSUIT OF CASH DISCOUNTS RELATED TO ACCOUNTS
     PAYABLE  AND  A  SIGNIFICANT CHANGE IN YOUR CREDIT TERMS RESULTING FROM THE
     ELIMINATION  OF  AN  ARC  FACTORING

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Securities and Exchange Commission
November 1, 2005
Page 2

     ARRANGEMENT.  IN  ADDITION,  WE  NOTE  THAT THERE HAVE BEEN FLUCTUATIONS IN
     WORKING CAPITAL ITEMS THAT APPEAR TO HAVE BEEN MATERIAL AS COMPARED TO YOUR
     OPERATING  CASH  FLOWS  THAT  ARE NOT ADDRESSED IN YOUR CURRENT OR PROPOSED
     DISCLOSURES.  DISCLOSING THESE CHANGES SOLELY THROUGH PRESENTING CASH FLOWS
     USING  THE INDIRECT METHOD DOES NOT PROVIDE A SUFFICIENT BASIS FOR A READER
     TO  ANALYZE THE CHANGES. PLEASE EXPLAIN TO US WHY YOUR PROPOSED DISCLOSURES
     DO  NOT  ADDRESS  THESE  ISSUES.

     Pomeroy  proposes to revise its disclosure concerning working capital items
contained  in  the  Liquidity  and  Capital  Resources  section of the Company's
Management's  Discussion  and Analysis contained in its Form 10-K for the Fiscal
Year ended January 5, 2005, and Form 10-Q for the quarter ended July 5, 2005, as
set  forth  in  Exhibits  A and B, respectively.  We are also including a marked
copy of the proposed changes as Exhibits C and D, respectively.

ITEM  9A.  CONTROLS AND PROCEDURES, PAGE 25
-------------------------------------------

2.   WE  HAVE READ YOUR RESPONSE TO PRIOR COMMENT NUMBER 2. CONSIDERING THAT YOU
     AND  YOUR  AUDITORS  BELIEVED  IT  NECESSARY  TO  PERFORM ADDITIONAL MANUAL
     PROCESSES,  EXTENDED  CUT-OFF PROCEDURES AND TESTING SUBSEQUENT TO YEAR END
     TO MITIGATE THE KNOWN DEFICIENCIES FOR PURPOSES OF FILING YOUR INITIAL FORM
     10-K,  IT  REMAINS  UNCLEAR  TO  US HOW YOU CONSIDERED CONDITION (D) OF SEC
     RELEASE  34-50754  AS  OF  APRIL  5,  2005.  PLEASE EXPLAIN FURTHER HOW YOU
     CONCLUDED  THAT  THESE  DEFICIENCIES  SHOULD NOT HAVE BEEN REPORTED IN YOUR
     INITIAL  FILING  AND  HOW  YOU  CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND
     PROCEDURES  WERE  EFFECTIVE. IN ADDITION, TELL US WHICH OF THE DEFICIENCIES
     DESCRIBED IN YOUR RESPONSE TO PRIOR COMMENT NUMBER 9 WERE KNOWN AT APRIL 5,
     2005.

     As  of  the filing of Pomeroy's Form 10-K on April 5, 2005, Pomeroy and its
independent  auditors  had  not completed the assessment and testing of internal
controls  over financial reporting.  As of April 5, 2005, Pomeroy had identified
as  a  deficiency  the ineffective internal control over the accuracy of service
billing  calculations and revenue recognition related to service activity (later
identified  as material weakness #1).  At that time, the Company did not believe
that  this  deficiency  was  a material weakness (i.e., likely to result in more
than  a  remote  likelihood  of  a  misstatement  of  the  Company's  financial
statements)  due  to  the  additional  manual  processes  and  extended  cut-off
procedures that were in place before January 5, 2005 and tested during the first
quarter  of  fiscal  2005.  After  April  5,  2005, Pomeroy conducted additional
testing  procedures  related  to  this  deficiency  as part of its assessment of
internal  controls  over financial reporting in accordance with the requirements
of  Section 404 of Sarbanes-Oxley.  As a result of the exceptions noted with the
additional testing, the Company determined that the manual processes and cut-off
procedures  did  not mitigate the control weakness sufficiently to conclude that
the  deficiency  was  not  a  material  weakness.

     As of April 5, 2005, Pomeroy had identified as a deficiency only one of the
fifteen  individual  control  deficiencies  related  to  the financial reporting
function  that comprise the second material weakness. This deficiency related to
the  Company's  method  of  determining  the  amount  to  accrue  for
inventory-in-transit  from  vendors  and  the  corresponding  accounts  payable.

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Securities and Exchange Commission
November 1, 2005
Page 3

(The  additional manual processes and cut off procedures utilized by the Company
related  only  to the first material weakness.)  Pomeroy was aware of the issues
underlying  the other fourteen control deficiencies but had not identified these
matters  as components of internal control deficiencies.  However, the Company's
independent  auditors  had  considered  these matters in its testing of internal
controls  because  these matters had been identified as auditing deficiencies as
part  of  the  year-end  financial  audit.  The  Company's  auditors advised the
Company  in  late April, 2005 that it had identified these matters as additional
control  deficiencies.  The  Company  considered this additional information and
after  careful  consideration,  management concluded that the combination of the
individual  control deficiencies related to the financial reporting function, in
the aggregate, could result (but had not resulted) in a material misstatement of
its  financial  statements  and further determined that due to that possibility,
the  aggregate  of  such  deficiencies  constituted  a second material weakness.

FINANCIAL STATEMENTS
--------------------

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------

REVENUE RECOGNITION, PAGE F-9
-----------------------------

3.   WE  HAVE  READ YOUR RESPONSE TO PRIOR COMMENT NUMBER 6. PLEASE QUANTIFY THE
     EXTENT  TO  WHICH  YOU ENTER INTO BILL AND HOLD TRANSACTIONS AND PROVIDE US
     WITH  THE  FOLLOWING:

     -    DESCRIBE  TO  US  HOW  YOU  CONCLUDE  THAT THE RISKS OF OWNERSHIP HAVE
          PASSED  TO  THE  CUSTOMER;

     For  the  fiscal  year ended January 5, 2005 and the six-month period ended
July  5,  2005,  total  revenues  relating  to  bill  and hold transactions were
$8,600,000  and  $3,500,000, respectively.  These transactions were on behalf of
customers  who  had entered into a Master Agreement for the purchase of products
and  a  Customer Owned Inventory Agreement ("COI Agreement").  A copy of the COI
Agreement  is  included  as  Exhibit  E.

     Pomeroy  has  concluded  that  the  risks  of  ownership have passed to the
customer  based  on  the  following:

          -    The  customer  has  purchased,  and  is obligated to pay for, the
               products  under  the  Master  Agreement.  There  are  no  price
               protection  provisions  in the Master Agreement or COI Agreement;
               thus,  any  depreciation  in  value of the equipment purchased is
               absorbed  by  the  customer,  not  Pomeroy.

          -    The  products  that are being stored for the customer are clearly
               identified  and  may  not  be  transferred to another customer of
               Pomeroy.

          -    The  COI  Agreement  limits the maximum storage time to 180 days.
               The  COI Agreement also authorizes Pomeroy to ship the product to
               the  customer's  place  of

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Securities and Exchange Commission
November 1, 2005
Page 4

               business at the end of the expiration period, if the customer has
               not  given  other  delivery  instructions  to  Pomeroy. While the
               customer  may request an extension of the 180-day storage period,
               Pomeroy  has  the  right  to  reject  the  request.

          -    The  manufacturer  warranty periods commence with the date of the
               purchase  and  are  not  tolled  during  the  storage  period.

          -    All  products  found  to be dead on arrival (i.e., not in working
               order)  are  the  sole  responsibility  of  the  customer.

          -    The  customer has the right to audit the storage of the property.

          -    Either  party may terminate the COI Agreement upon 30 days notice
               and,  upon  termination,  the product is shipped to the customer.

     -    EXPLAIN TO US HOW YOU DETERMINE THAT YOUR CUSTOMERS HAVE REQUESTED THE
          BILL  AND  HOLD  TRANSACTIONS  AND  IDENTIFY  THE  FORM IN WHICH THESE
          REQUESTS  ARE  MADE;  AND

     There  is  no  form  for  a customer to complete to request a bill and hold
transaction.  Typically, the customer will orally request the arrangement during
negotiations with the sales representative.   As explained in our first response
letter  of  September  8,  2005,  Pomeroy's  customers  request  bill  and  hold
arrangements  in  order  to  ensure consistency, on a company-wide basis, in the
products  and  technologies  desired  by the customer as well as to minimize the
number of supported technologies that the customer needs.  If it is concluded by
the  customer and Pomeroy that a bill and hold arrangement will be utilized, the
COI  Agreement  is  executed  by  the  customer  and  Pomeroy.

     -    CONFIRM THAT THERE IS A STATED, FIXED DELIVERY SCHEDULE.

     Under  the  terms  of  the  Master  Agreement  and COI Agreement, Pomeroy's
customers  have  the  right  to  direct  the  timing and location of delivery of
products,  subject  to  the 180-day maximum storage requirement discussed above.
Typically,  the  customer  notifies  Pomeroy of its delivery request and Pomeroy
generates  an  order  to  ship  the  product.

FORM 10-K/A FILED MAY 5, 2005
-----------------------------

ITEM  9A.  CONTROLS AND PROCEDURES
----------------------------------

4.   WE  HAVE  READ  YOUR  RESPONSE  TO PRIOR COMMENT NUMBER 9 THAT PROVIDES THE
     AGGREGATE  IMPACT  OF  THE  UNADJUSTED AUDIT DIFFERENCES. PLEASE PROVIDE US
     WITH  A SCHEDULE THAT SHOWS EACH INDIVIDUAL UNADJUSTED AUDIT DIFFERENCE FOR
     THE  FISCAL  YEAR  ENDED  JANUARY  5,  2005.

     We  have  separately submitted, for confidential treatment pursuant to Rule
83,  our  response  to  this  item.

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Securities and Exchange Commission
November 1, 2005
Page 5

FORM 10-Q FOR FISCAL QUARTER ENDED JULY 5, 2005
-----------------------------------------------

ITEM  4.  CONTROLS AND PROCEDURES
---------------------------------

5.   WE  NOTE  YOUR  RESPONSE TO PRIOR COMMENT NUMBER 10 AND DO NOT BELIEVE THAT
     YOUR  DISCLOSURE  COMPLIES  WITH  ITEM 307. IN THIS REGARD, YOUR DISCLOSURE
     SHOULD PROVIDE A CLEAR CONCLUSION REGARDING THE EFFECTIVENESS AS OF THE END
     OF  THE  PERIOD  COVERED  BY  THE  REPORT.

     Pomeroy  proposes  to amend its Form 10-Q for the fiscal quarter ended July
5, 2005, as set forth in Exhibit F.   We are also including a marked copy of the
proposed  changes  as  Exhibit  G.

6.   WE  NOTE  YOUR  RESPONSE  TO  PRIOR  COMMENT  NUMBER  11  AND  BELIEVE THAT
     ADDITIONAL DISCLOSURES ARE NECESSARY IF YOU CONTINUE TO DESCRIBE THE REVIEW
     PERFORMED  BY  THE  THIRD  PARTY  CONSULTING FIRM. YOUR CURRENT DISCLOSURES
     REGARDING  THIS REVIEW AND ITS PRELIMINARY CONCLUSIONS APPEAR TO CONTRADICT
     THE CONTINUED EXISTENCE OF THE MATERIAL WEAKNESSES AS DESCRIBED IN THE BODY
     OF  YOUR ITEM 9A DISCLOSURES. WE BELIEVE THAT YOU SHOULD PROVIDE ADDITIONAL
     DISCLOSURES  THAT  EXPLAIN  HOW  YOU  EXPECT  READERS  TO  INTERPRET  THIS
     INFORMATION  AND  PROVIDE  SUFFICIENT  QUALIFYING  LANGUAGE  TO  AVOID  ANY
     CONFUSION  AS  TO  HOW THIS INFORMATION RELATES TO YOUR CURRENT CONCLUSIONS
     REGARDING  YOUR  CONTROLS

     The  review performed by the third party consulting firm was for a specific
period.  We believe the disclosure in the Form 10-Q for the fiscal quarter ended
July  5,  2005,  as amended (as discussed above), is accurate and eliminates any
ambiguity or confusion as to the continued existence of material weaknesses.  In
the  Company's  Form 10-Q for the fiscal quarter ending October 5, 2005, Pomeroy
does  not  intend  to include any further disclosure relating to the third party
consulting  firm.

     Thank you for your comments.  If you have any questions, please contact our
counsel,  Elizabeth  A. Horwitz at (513) 852-8207, or me at (859) 586-0600, ext.
1416.

                                          Sincerely,

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

cc:  Stephen E. Pomeroy, CEO
     Elizabeth A. Horwitz, Esq., Cors & Bassett, LLC
     Frank Criniti, Crowe Chizek and Company LLC

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Securities and Exchange Commission
November 1, 2005
Page 6

                                                                    EXHIBIT A
                                                                    ---------
[FORM 10-K FOR FISCAL YEAR ENDED JANUARY 5, 2005]

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $5.8 million in fiscal 2004. Cash used
in  investing  activities  was  $18.8  million, which included $16.4 million for
acquisitions  completed  in  fiscal  2004  and  prior years and $2.4 million for
capital  expenditures.  Cash used in financing activities was $9.5 million which
included  $31.4  million  of  payments  on  notes  payable, $0.5 million for the
purchase  of  treasury  stock,  and was offset by $20.2 million in proceeds from
short-term borrowings, $1.8 million from the exercise of stock options, and $0.4
million  proceeds  from  the  employee  stock  purchase  plan.

The amount of cash derived from operating activities will vary based on a number
of  business  factors  which  may  change  from time to time, including terms of
available  financing  from  vendors,  downturns in the Company's business and/or
downturns  in  the  businesses of the Company's customers.  However, a growth or
decline  in  services  revenue in conjunction with a change in the proportion of
services revenue to total revenue is an underlying driver of operating cash flow
during the period of change because a ma