SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For the quarter ended September 30, 2003
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934

                  For the transition period from____ to ____ .

                         Commission file number: 0-28926

                                   ePlus inc.

             (Exact name of registrant as specified in its charter)

                         Delaware                     54-1817218

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

                     400 Herndon Parkway, Herndon, VA 20170
               (Address, including zip code, of principal offices)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X ] No [ ___ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ]

The number of shares of common stock  outstanding  as of November 10, 2003,  was
9,298,358.

The Form 10-Q for the  period  ended  September  30,  2003 has been  amended  to
reflect  that  the  Registrant  is  not  an  accelerated  filer,  as  previously
disclosed.  The Registrant  incorrectly calculated its public float at September
30, 2003,  its most recently  completed  second quarter for the year ended March
31, 2004. The Registrant indicated on its Form 10-K for the year ended March 31,
2003 that it was not an accelerated filer.


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Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

Exhibit No. Exhibit Description

31.1 Certification of the Chief Executive  Officer of ePlus inc. pursuant to the
     Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
31.2 Certification of the Chief Financial  Officer of ePlus inc. pursuant to the
     Securities Exchange Act Rules 13a-14(a) and 15d-14(a).


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                                   SIGNATURES

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 thereunto duly authorized.

                                    ePlus inc.


Date: June 14, 2004                 /s/ PHILLIP G. NORTON
                                    --------------------------------------------
                                    By: Phillip G. Norton, Chairman of the
                                    Board, President and Chief Executive Officer



Date: June 14, 2004                 /s/ STEVEN J. MENCARINI
                                    --------------------------------------------
                                    By: Steven J. Mencarini, Senior Vice
                                    Presidentand Chief Financial Officer





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