FORM 4[ ] Check this box if no longersubject to Section 16. Form 4 or Form5 obligations may continue.See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public UtilityHolding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVALOMB Number: 3235-0287Expires: December 31, 2001Estimated average burdenhours per response. . . . . 0.5

Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
			OMB Number: 3235-0287
			Expires: January 31, 2005
[X]	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).		Estimated average burden hours per response. . . 0.5

1. Name and Address of Reporting Person*Waters, Kenneth R (Last) (First) (Middle)4644 East Indian Bend Road(Street)Paradise Valley, AZ 85253 (City) (State) (Zip)USA 2. Issuer Name and Ticker or Trading SymbolPomeroy Computer Resources, Inc. PMRY3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) March 20025. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer(Check all applicable) X Director 10% Owner Officer OtherOfficer/OtherDescription 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

1. Name and Address of Reporting Person* Waters, Kenneth R.	2. Issuer Name and Ticker or Trading Symbol POMEROY COMPUTER RESOURCES, INC. (PMRY)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner ___ Officer (give title below) ___ Other (specify below)
(Last) (First) (Middle) 4644 East Indian Bend Road	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 31-1227808	4. Statement for Month/Day/Year 01/06/2003
(Street) Paradise Valley, AZ 85283		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transactions (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01								11,500	D

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8)Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	03/14/2002	M \|	11,500.00 \| A \| $13.25	11,500.00	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (~~over~~continued)~~SEC~~ ~~1474~~Table (3II -99 Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Waters, Kenneth R - March 2002

1.
Title of Derivative Security
(Instr.3)

2.
Conversion or
Exercise
Price of
Derivative
Security

3.
Transaction
Date
(Month/
Day/Year)

3A.
Deemed Execution
Date, if any
(Month/
Day/Year)

4.
Transaction Code
(Instr. 8)

5.
Number of Derivative
Securities
Acquired (A) or Disposed of (D)
(Instr.3,4
and 5)

6.
Date Exercisable
and Expiration Date
(Month/Day/Year)

7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8.
Price of
Derivative
Security
(Instr. 5)

9.
Number of
Derivative
Securities
Beneficially
Owned Following Reported Transaction(s)
(Instr. 4)

10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Stock Options (Right to Buy)

$15.41

01/05/2003

2,500

06/13/2003

01/05/2003 1

Common Stock (par value $0.01)

2,500

5,000

Stock Options (Right to Buy)

$23.39

01/05/2003

04/10/1999

04/05/2003 1

Common Stock, par value $0.01)

2,500

5,000

Stock Options (Right to Buy)

$15.64

01/05/2003

06/13/2002

04/05/2003 1

Common Stock, par value $0.01

2,500

5,000

~~Form~~Explanation 4of Responses: 1. Mr. Waters has resigned his position as a Director of Pomeroy Computer Resources, Inc. In the event a director ceases to be a member of the Board, an Option may be exercised by the Director (~~continued~~to the extent that the Director was entitled to do so at the time he/she ceased to be a member of the Board) at any time within three (3) months after he/she ceases to be a member of the Board, but not beyond the term of the Option.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned(e.g., puts, calls, warrants, options, convertible securities)

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Kenneth R. Waters **Signature of Reporting Person Kenneth R. Waters	01/08/2003 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8)Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10.Owner-shipForm ofDeriv-ativeSecurity:Direct(D)orIndirect(I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Stock Options (Right to Buy)	$13.25	03/14/2002	M \|	(D) 11,500.00	04/10/1998 (1) \| 04/10/2002	Common Stock, par value $0.01 - 11,500.00	$13.25	0.00	D
Stock Options (Right to Buy)	$23.39				04/10/1999 (1) \| 04/10/2003	Common Stock, par value $0.01 - 2,500.00		2,500.00	D
Stock Options (Right to Buy)	$15.64				06/13/2002 (1) \| 06/13/2006	Common Stock, par value $0.01 - 2,500.00		2,500.00	D

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

Page 2

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are notrequired to respond unless the form displays a currently valid OMB number. ________________________________ __________________** Signature of Reporting Person DateKenneth R. WatersKenneth R Waters Page 2SEC 1474 (3-99)

Waters, Kenneth R - March 2002

Form 4 (continued)

FOOTNOTE Descriptions for Pomeroy Computer Resources, Inc. PMRY Form 4 - March 2002 Kenneth R Waters4644 East Indian Bend RoadParadise Valley, AZ 85253Explanation of responses: (2) Options granted to Directors are exercisable one year after date of grant for not more than one-third of the shares subject to the option and an additional one-third of the shares subject to the option may be exercised for each of the two years thereafter.

Page 3

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