SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): February 13, 2004


                                   EPLUS INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                   000-28926           54-1817218
               --------------          --------------       --------------
     (State or other jurisdiction  (Commission File Number) (IRS Employer
              of incorporation)                             Identification No.)

                  400 Herndon Parkway, Herndon, Virginia 20170
              -----------------------------------------------------
          (Address, including zip code, of principal executive office)

                                 (703) 834-5710
                                 --------------
              (Registrant's telephone number, including area code)


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Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(c)Exhibit
   99.1       Press release dated February 13, 2004

Item 12.      Results of Operations and Financial Condition

On February  13, 2004,  the  Registrant  issued a press  release  reporting  its
financial  results for the fiscal  quarter  ended  December 31, 2003.  The press
release is attached hereto as Exhibit 99.1.

The  information  contained in this Report on Form 8-K is furnished  pursuant to
Item 12 and  shall not be deemed  "filed"  for  purposes  of  Section  18 of the
Securities  Exchange  Act of 1934,  as  amended,  or  otherwise  subject  to the
liabilities of that section,  nor shall such information be deemed  incorporated
by reference into any of the Company's  filings with the Securities and Exchange
Commission,  except as shall be expressly set forth by specific reference in any
such filing.


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                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              ePlus inc.


                                              By: /s/ Steven J. Mencarini
                                                  ------------------------------
                                                  Steven J. Mencarini
Date: February 13, 2004                           Chief Financial Officer



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                                  EXHIBIT INDEX

Exhibit Number      Description

99.1                Press Release of the registrant dated February 13, 2004