Registration No. 333-
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

================================================================================

                           POMEROY IT SOLUTIONS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                           31-1227808
            --------                                           ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                     1020 Petersburg Road, Hebron, KY 41048
                     --------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

================================================================================

                 2002 AMENDED AND RESTATED STOCK INCENTIVE PLAN
         2002 AMENDED AND RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the plan)

================================================================================

Michael E. Rohrkemper                          Copy to:
Chief Financial Officer and Treasurer          Elizabeth A. Horwitz, Esq.
Pomeroy IT Solutions, Inc.                     Cors & Bassett, LLC
1020 Petersburg Road, Hebron, KY 41048         537 East Pete Rose Way, Suite 400
(859)586-0600                                  Cincinnati, Ohio 45202
(Name and address and telephone number,        (513) 852-8200
 including area code, of agent for service)

================================================================================

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------
Title of Securities   Amount To Be         Proposed            Proposed         Amount of
To Be Registered      Registered (1)(2)    Maximum             Maximum          Registration
                      Offering Price Per   Aggregate           Fee(3)
                      Share(3)             Offering Price(3)
--------------------------------------------------------------------------------------------
<S>                   <C>                  <C>                 <C>              <C>
Common Stock,            4,692,261 shares  $            10.15  $ 47,626,449.15  $   5,605.63
$.01 par value
--------------------------------------------------------------------------------------------
</TABLE>

(1)  The  securities to be registered are 4,410,905 shares reserved for issuance
     under  the Registrant's 2002 Amended and Restated Stock Incentive Plan (the
     "2002 Stock Incentive Plan") and 281,356 shares reserved for issuance under
     the  Registrant's 2002 Amended and Restated Outside Directors' Stock Option
     Plan  (the "2002 Outside Directors' Plan" and, together with the 2002 Stock
     Incentive  Plan,  the  "Plans").


                                        1
<PAGE>
(2)  Pursuant  to  Rule  416,  this  Registration Statement is deemed to include
     additional  shares of Common Stock issuable under the terms of the Plans to
     prevent dilution resulting from any stock split, stock dividend, or similar
     transaction.
(3)  Pursuant  to  Rule  457(h)  and  Rule 457(c), the proposed maximum offering
     price  is  estimated,  solely  for purposes of calculating the registration
     fee,  on  the  basis of the average of the high and low price of the Common
     Stock reported on the NASDAQ National Market on October 13, 2005.

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM  1.     PLAN INFORMATION

Omitted pursuant to the instructions and provisions of Form S-8.

ITEM  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Omitted pursuant to the instructions and provisions of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Pomeroy IT Solutions, Inc. (the "Registrant" or
the  "Company")  with  the Securities and Exchange Commission (the "Commission")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  are  incorporated  by  reference  in  this  Registration  Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended January 5,
          2005,  as  amended;

     (b)  The  Company's  Quarterly  Reports on Form 10-Q for the quarters ended
          April  5,  2005,  as  amended,  and  July  5,  2005;

     (c)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 13, 2005, February 3, 2005, February 15, 2005, March 15, 2005,
          April  14, 2005, April 20, 2005, May 10, 2005, June 16, 2005, July 15,
          2005,  August  25,  2005  and  October  7,  2005;  and

     (d)  The  description  of the Registrant's common stock, par value $.01 per
          share (the "Common Stock"), contained in the Registrant's Registration
          Statement  on  Form S-1, as amended, dated April 2, 1992 (Registration
          No.  33-45728).

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of  filing  of  such documents, except as to any portion of any
future annual or quarterly report to stockholders or document that is not deemed
filed  under  such provisions.  For the purposes of this Registration Statement,
any  statement  in  a  document  incorporated by reference shall be deemed to be
modified  or  superseded  to  the  extent  that  a  statement  contained in this
Registration  Statement  modifies  or  supersedes  a  statement  in


                                        2
<PAGE>
such  document.  Any  statement  so  modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION OF SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  legality  of  the Common Stock being offered hereby will be passed upon for
the Company by Lindhorst & Dreidame Co., L.P.A., Cincinnati, Ohio.  Mr. James H.
Smith,  III, a stockholder in the firm, is a Director of the Company.  Mr. Smith
beneficially owns 25,278 shares of Common Stock of the Company.

ITEM  6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware
corporation  to  indemnify  present and former directors, officers, employees or
agents  of  the  corporation.  The  Company's  Certificate  of Incorporation and
Bylaws  provide  for indemnification of directors and officers of the Company to
the  fullest  extent  permitted  by  the  DGCL.  The  Company's  Certificate  of
Incorporation  provides  that  the Company shall indemnify to the fullest extent
authorized  under  the  DGCL  each  person  who was or is made a party to, or is
threatened  to  be  made  a  party  to,  or  is involved in, any action, suit or
proceeding  by reason of the fact such person is or was a director or officer of
the  Company  or  is or was serving at the request of the Company as a director,
officer,  employee  or  agent  of  another  corporation or enterprise, including
service  with  respect to employee benefit plans, against all expense, liability
and  loss  (including  attorney's fees, judgments, fines, ERISA excise taxes and
penalties, and amounts paid in settlement) reasonably incurred by such person in
connection therewith provided that the applicable standards of conduct under the
DGCL  are  satisfied.  These  standards  are, with respect to civil proceedings,
that  such  person  acted  in  good faith and in a manner such person reasonably
believed  to  be  in  or not opposed to the best interests of the Company or its
stockholders  and,  with  respect  to  criminal  proceedings, such person had no
reasonable cause to believe his or her conduct was unlawful.  However, under the
DGCL,  with  respect  to  claims  by  or  in  the  right  of  the  Company,  no
indemnification  may be made in respect of any such claim, issue or matter as to
which  such  person  shall  have  been  adjudged  to be liable for negligence or
misconduct  in  the  performance of his or her duty to the Company except to the
extent  that the Court of Chancery of Delaware or the court in which such action
or  suit  was brought shall determine that despite such adjudication and in view
of  all  the  circumstances  of  the  case, such person is fairly and reasonably
entitled  to  such  indemnity  as  such  court  deems  proper.

The  Company  also  has  in effect an insurance policy that covers any negligent
act,  error or omission of a director or officer, subject to certain exclusions.

ITEM  7.     EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


                                        3
<PAGE>
ITEM  8.     EXHIBITS.

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit No.                        Description
-----------                        -----------
<S>          <C>
4.1          2002 Amended and Restated Stock Incentive Plan
4.2          2002 Amended and Restated Outside Directors' Stock Option Plan
5            Opinion of Lindhorst & Dreidame Co., L.P.A.
23.1         Consent of Crowe Chizek and Company LLC
23.2         Consent of Grant Thornton LLP
23.3         Consent of Lindhorst & Dreidame Co., L.P.A. (included in Exhibit 5)
24           Power of Attorney (included on signature page)
</TABLE>

ITEM  9.     UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes that:

     (1)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by of the Securities Act of
               1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to if, in the aggregate, the changes
               in  volume  and  price  represent  no more than 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration  Fee" table in the effective registration statement.

         (iii) To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          Provided,  however,  That  paragraphs  (a)1(i)  and (a)(1)(ii) of this
          section  do not apply if the registration statement is on, or, and the
          information  required  to be included in a post-effective amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished  to  the  Commission by the registrant pursuant to or of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the  registration  statement.

     (2)  That,  for  purpose  of determining any liability under the Securities
          Act  of 1933, each such post-effective amendment shall be deemed to be
          a  new  Registration  Statement  relating  to  the  securities offered
          therein,  and  the  offering  of such securities at that time shall be
          deemed  to  be  the  initial  bona  fide  offering  thereof.


                                        4
<PAGE>
     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(b)  The  undersigned  registrant  hereby  undertakes  that, for the purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  or  the Plan's annual report to Section 13(a) or Section
     15(d)  of  the  Exchange  Act  that  is  incorporated  by  reference in the
     Registration  Statement  shall be deemed to be a new registration statement
     relating  to  the  securities  offered  therein,  and  the offering of such
     securities  at  that  time  shall  be  deemed  to  be the initial bona fide
     offering  thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the  registrant  pursuant  to  the  foregoing provisions, or otherwise, the
     registrant  has  been  advised  that  in  the opinion of the Securities and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 and is, therefor, unenforceable. In
     the  event that a claim for indemnification against such liabilities (other
     than  the  payment  by  the  registrant  of  expenses incurred or paid by a
     director, officer or controlling person of the registrant in the successful
     defense  of  any  action, suit or proceeding) is asserted by such director,
     officer  or  controlling  person  in  connection  with the securities being
     registered,  the  registrant will, unless in the opinion of its counsel the
     matter  has  been  settled  by  controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in  the  Securities Act and will be
     governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Hebron, Commonwealth of Kentucky, on the 17 day of
October,  2005.

POMEROY IT SOLUTIONS, INC.

By: /s/ Michael E. Rohrkemper
    -------------------------
Name: Michael E. Rohrkemper
Title: Chief Financial Officer


                                        5
<PAGE>
                                POWER OF ATTORNEY

We,  the  undersigned  directors  and officers of Pomeroy IT Solutions, Inc., do
hereby  make,  constitute  and appoint Michael E. Rohrkemper our true and lawful
attorneys-in-fact  and  agent, with power to act without any other and with full
power  of substitution, to do any and all acts and things in our name and behalf
in  our  capacities  as  directors  and officers, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, or any
related  Registration  Statement that is to be effective upon filing pursuant to
Rule  462(b) under the Securities Act of 1933, as amended, and to file the same,
with  exhibits  thereto,  and  other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting  unto said attorney-in-fact and
agent  full  power  and authority to do and perform each and every act and thing
requisite  or  necessary  to  be done in and about the premises, as fully to all
intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all  that  said  attorney-in-fact  and  agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
date  indicated.

<TABLE>
<CAPTION>
              Name                               Title                        Date
              ----                               -----                        ----
<S>                                  <C>                                <C>

                                     Director, Chief Executive Officer  October 13, 2005
By:  /s/ Stephen E. Pomeroy          and President (principal
-----------------------------------  executive officer)
     Stephen E. Pomeroy

By:  /s/ Michael E. Rohrkemper       Director and Chief Financial       October 13, 2005
-----------------------------------  Officer (principal financial and
     Michael E. Rohrkemper           accounting officer)

By:  /s/ David B. Pomeroy, II        Chairman of the Board of           October 13, 2005
-----------------------------------  Director
     David B. Pomeroy, II

By:  /s/ James H. Smith, III         Director                           October 13, 2005
-----------------------------------
     James H. Smith, III

By:  /s/ William H. Lomicka          Director                           October 13, 2005
-----------------------------------
     William H. Lomicka

By:  /s/ Vincent D. Rinaldi          Director                           October 13, 2005
-----------------------------------
     Vincent D. Rinaldi

By:  /s/ Debra E. Tibey              Director                           October 13, 2005
-----------------------------------
     Debra E. Tibey 5

By:  /s/ Edward E. Faber             Director                           October 13, 2005
-----------------------------------
     Edward E. Faber

By:  /s/ Kenneth R. Waters           Director                           October 13, 2005
-----------------------------------
     Kenneth R. Waters

By:  /s/ David G. Boucher            Director                           October 13, 2005
-----------------------------------
     David G. Boucher
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                   EXHIBIT INDEX


Exhibit No.                     Description
-----------                     -----------
<S>          <C>
4.1          2002 Amended and Restated Stock Incentive Plan
4.2          2002 Outside Directors' Stock Option Plan, as amended
5            Opinion of Lindhorst & Dreidame Co., L.P.A.
23.1         Consent of Crowe Chizek and Company LLC
23.2         Consent of Grant Thornton LLP
23.3         Consent of Lindhorst & Dreidame Co., L.P.A. (included in Exhibit 5)
24           Power of Attorney (included on signature page)
</TABLE>


                                        7
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{"company-data": {"conformed-name": "POMEROY IT SOLUTIONS INC", "cik": "0000883979", "assigned-sic": "5045", "irs-number": "311227808", "state-of-incorporation": "DE", "fiscal-year-end": "0105"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129062", "film-number": "051141029"}, "business-address": {"street1": "1020 PETERSBURG ROAD", "city": "HEBRON", "state": "KY", "zip": "41048", "phone": "8595860600X1184"}, "mail-address": {"street1": "1020 PETERSBURG ROAD", "city": "HEBRON", "state": "KY", "zip": "41048"}, "former-company": {"former-conformed-name": "POMEROY COMPUTER RESOURCES INC", "date-changed": "19930328"}}
Registration No. 333-
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

================================================================================

                           POMEROY IT SOLUTIONS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                           31-1227808
            --------                                           ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                     1020 Petersburg Road, Hebron, KY 41048
                     --------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

================================================================================

                 2002 AMENDED AND RESTATED STOCK INCENTIVE PLAN
         2002 AMENDED AND RESTATED OUTSIDE DIRECTORS' STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the plan)

================================================================================

Michael E. Rohrkemper                          Copy to:
Chief Financial Officer and Treasurer          Elizabeth A. Horwitz, Esq.
Pomeroy IT Solutions, Inc.                     Cors & Bassett, LLC
1020 Petersburg Road, Hebron, KY 41048         537 East Pete Rose Way, Suite 400
(859)586-0600                                  Cincinnati, Ohio 45202
(Name and address and telephone number,        (513) 852-8200
 including area code, of agent for service)

================================================================================
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------
Title of Securities   Amount To Be         Proposed            Proposed         Amount of
To Be Registered      Registered (1)(2)    Maximum             Maximum          Registration
                      Offering Price Per   Aggregate           Fee(3)
                      Share(3)             Offering Price(3)
--------------------------------------------------------------------------------------------
Common Stock,            4,692,261 shares  $            10.15  $ 47,626,449.15  $   5,605.63
$.01 par value
--------------------------------------------------------------------------------------------
(1)  The  securities to be registered are 4,410,905 shares reserved for issuance
     under  the Registrant's 2002 Amended and Restated Stock Incentive Plan (the
     "2002 Stock Incentive Plan") and 281,356 shares reserved for issuance under
     the  Registrant's 2002 Amended and Restated Outside Directors' Stock Option
     Plan  (the "2002 Outside Directors' Plan" and, together with the 2002 Stock
     Incentive  Plan,  the  "Plans").

                                        1
(2)  Pursuant  to  Rule  416,  this  Registration Statement is deemed to include
     additional  shares of Common Stock issuable under the terms of the Plans to
     prevent dilution resulting from any stock split, stock dividend, or similar
     transaction.
(3)  Pursuant  to  Rule  457(h)  and  Rule 457(c), the proposed maximum offering
     price  is  estimated,  solely  for purposes of calculating the registration
     fee,  on  the  basis of the average of the high and low price of the Common
     Stock reported on the NASDAQ National Market on October 13, 2005.

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM  1.     PLAN INFORMATION

Omitted pursuant to the instructions and provisions of Form S-8.

ITEM  2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Omitted pursuant to the instructions and provisions of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Pomeroy IT Solutions, Inc. (the "Registrant" or
the  "Company")  with  the Securities and Exchange Commission (the "Commission")
pursuant  to  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
Act"),  are  incorporated  by  reference  in  this  Registration  Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended January 5,
          2005,  as  amended;

     (b)  The  Company's  Quarterly  Reports on Form 10-Q for the quarters ended
          April  5,  2005,  as  amended,  and  July  5,  2005;

     (c)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 13, 2005, February 3, 2005, February 15, 2005, March 15, 2005,
          April  14, 2005, April 20, 2005, May 10, 2005, June 16, 2005, July 15,
          2005,  August  25,  2005  and  October  7,  2005;  and

     (d)  The  description  of the Registrant's common stock, par value $.01 per
          share (the "Common Stock"), contained in the Registrant's Registration
          Statement  on  Form S-1, as amended, dated April 2, 1992 (Registration
          No.  33-45728).

All  documents  subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of  filing  of  such documents, except as to any portion of any
future annual or quarterly report to stockholders or document that is not deemed
filed  under  such provisions.  For the purposes of this Registration Statement,
any  statement  in  a  document  incorporated by reference shall be deemed to be
modified  or  superseded  to  the  extent  that  a  statement  contained in this
Registration  Statement  modifies  or  supersedes  a  statement  in

                                        2
such  document.  Any  statement  so  modified or superseded shall not be deemed,
except  as  so modified or superseded, to constitute a part of this Registration
Statement.

ITEM  4.     DESCRIPTION OF SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  legality  of  the Common Stock being offered hereby will be passed upon for
the Company by Lindhorst & Dreidame Co., L.P.A., Cincinnati, Ohio.  Mr. James H.
Smith,  III, a stockholder in the firm, is a Director of the Company.  Mr. Smith
beneficially owns 25,278 shares of Common Stock of the Company.

ITEM  6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware
corporation  to  indemnify  present and former directors, officers, employees or
agents  of  the  corporation.  The  Company's  Certificate  of Incorporation and
Bylaws  provide  for indemnification of directors and officers of the Company to
the  fullest  extent  permitted  by  the  DGCL.  The  Company's  Certificate  of
Incorporation  provides  that  the Company shall indemnify to the fullest extent
authorized  under  the  DGCL  each  person  who was or is made a party to, or is
threatened  to  be  made  a  party  to,  or  is involved in, any action, suit or
proceeding  by reason of the fact such person is or was a director or officer of
the  Company  or  is or was serving at the request of the Company as a director,
officer,  employee  or  agent  of  another  corporation or enterprise, including
service  with  respect to employee benefit plans, against all expense, liability
and  loss  (including  attorney's fees, judgments, fines, ERISA excise taxes and
penalties, and amounts paid in settlement) reasonably incurred by such person in
connection therewith provided that the applicable standards of conduct under the
DGCL  are  satisfied.  These  standards  are, with respect to civil proceedings,
that  such  person  acted  in  good faith and in a manner such person reasonably
believed  to  be  in  or not opposed to the best interests of the Company or its
stockholders  and,  with  respect  to  criminal  proceedings, such person had no
reasonable cause to believe his or her conduct was unlawful.  However, under the
DGCL,  with  respect  to  claims  by  or  in  the  right  of  the  Company,  no
indemnification  may be made in respect of any such claim, issue or matter as to
which  such  person  shall  have  been  adjudged  to be liable for negligence or
misconduct  in  the  performance of his or her duty to the Company except to the
extent  that the Court of Chancery of Delaware or the court in which such action
or  suit  was brought shall determine that despite such adjudication and in view
of  all  the  circumstances  of  the  case, such person is fairly and reasonably
entitled  to  such  indemnity  as  such  court  deems  proper.

The  Company  also  has  in effect an insurance policy that covers any negligent
act,  error or omission of a director or officer, subject to certain exclusions.

ITEM  7.     EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                        3
ITEM  8.     EXHIBITS.

The following exhibits are filed as part of this Registration Statement:
Exhibit No.                        Description
-----------                        -----------
4.1          2002 Amended and Restated Stock Incentive Plan
4.2          2002 Amended and Restated Outside Directors' Stock Option Plan
5            Opinion of Lindhorst & Dreidame Co., L.P.A.
23.1         Consent of Crowe Chizek and Company LLC
23.2         Consent of Grant Thornton LLP
23.3         Consent of Lindhorst & Dreidame Co., L.P.A. (included in Exhibit 5)
24           Power of Attorney (included on signature page)
ITEM  9.     UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes that:

     (1)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by of the Securities Act of
               1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to if, in the aggregate, the changes
               in  volume  and  price  represent  no more than 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration  Fee" table in the effective registration statement.

         (iii) To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          Provided,  however,  That  paragraphs  (a)1(i)  and (a)(1)(ii) of this
          section  do not apply if the registration statement is on, or, and the
          information  required  to be included in a post-effective amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished  to  the  Commission by the registrant pursuant to or of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the  registration  statement.

     (2)  That,  for  purpose  of determining any liability under the Securities
          Act  of 1933, each such post-effective amendment shall be deemed to be
          a  new  Registration  Statement  relating  to  the  securities offered
          therein,  and  the  offering  of such securities at that time shall be
          deemed  to  be  the  initial  bona  fide  offering  thereof.

                                        4
(3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(b)  The  undersigned  registrant  hereby  undertakes  that, for the purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  or  the Plan's annual report to Section 13(a) or Section
     15(d)  of  the  Exchange  Act  that  is  incorporated  by  reference in the
     Registration  Statement  shall be deemed to be a new registration statement
     relating  to  the  securities  offered  therein,  and  the offering of such
     securities  at  that  time  shall  be  deemed  to  be the initial bona fide
     offering  thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the  registrant  pursuant  to  the  foregoing provisions, or otherwise, the
     registrant  has  been  advised  that  in  the opinion of the Securities and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 and is, therefor, unenforceable. In
     the  event that a claim for indemnification against such liabilities (other
     than  the  payment  by  the  registrant  of  expenses incurred or paid by a
     director, officer or controlling person of the registrant in the successful
     defense  of  any  action, suit or proceeding) is asserted by such director,
     officer  or  controlling  person  in  connection  with the securities being
     registered,  the  registrant will, unless in the opinion of its counsel the
     matter  has  been  settled  by  controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in  the  Securities Act and will be
     governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Hebron, Commonwealth of Kentucky, on the 17 day of
October,  2005.

POMEROY IT SOLUTIONS, INC.

By: /s/ Michael E. Rohrkemper
    -------------------------
Name: Michael E. Rohrkemper
Title: Chief Financial Officer

                                        5
POWER OF ATTORNEY

We,  the  undersigned  directors  and officers of Pomeroy IT Solutions, Inc., do
hereby  make,  constitute  and appoint Michael E. Rohrkemper our true and lawful
attorneys-in-fact  and  agent, with power to act without any other and with full
power  of substitution, to do any and all acts and things in our name and behalf
in  our  capacities  as  directors  and officers, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, or any
related  Registration  Statement that is to be effective upon filing pursuant to
Rule  462(b) under the Securities Act of 1933, as amended, and to file the same,
with  exhibits  thereto,  and  other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting  unto said attorney-in-fact and
agent  full  power  and authority to do and perform each and every act and thing
requisite  or  necessary  to  be done in and about the premises, as fully to all
intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all  that  said  attorney-in-fact  and  agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
date  indicated.
Name                               Title                        Date
              ----                               -----                        ----
Director, Chief Executive Officer  October 13, 2005
By:  /s/ Stephen E. Pomeroy          and President (principal
-----------------------------------  executive officer)
     Stephen E. Pomeroy

By:  /s/ Michael E. Rohrkemper       Director and Chief Financial       October 13, 2005
-----------------------------------  Officer (principal financial and
     Michael E. Rohrkemper           accounting officer)

By:  /s/ David B. Pomeroy, II        Chairman of the Board of           October 13, 2005
-----------------------------------  Director
     David B. Pomeroy, II

By:  /s/ James H. Smith, III         Director                           October 13, 2005
-----------------------------------
     James H. Smith, III

By:  /s/ William H. Lomicka          Director                           October 13, 2005
-----------------------------------
     William H. Lomicka

By:  /s/ Vincent D. Rinaldi          Director                           October 13, 2005
-----------------------------------
     Vincent D. Rinaldi

By:  /s/ Debra E. Tibey              Director                           October 13, 2005
-----------------------------------
     Debra E. Tibey 5

By:  /s/ Edward E. Faber             Director                           October 13, 2005
-----------------------------------
     Edward E. Faber

By:  /s/ Kenneth R. Waters           Director                           October 13, 2005
-----------------------------------
     Kenneth R. Waters

By:  /s/ David G. Boucher            Director                           October 13, 2005
-----------------------------------
     David G. Boucher
6
EXHIBIT INDEX

Exhibit No.                     Description
-----------                     -----------
4.1          2002 Amended and Restated Stock Incentive Plan
4.2          2002 Outside Directors' Stock Option Plan, as amended
5            Opinion of Lindhorst & Dreidame Co., L.P.A.
23.1         Consent of Crowe Chizek and Company LLC
23.2         Consent of Grant Thornton LLP
23.3         Consent of Lindhorst & Dreidame Co., L.P.A. (included in Exhibit 5)
24           Power of Attorney (included on signature page)
7