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): August 18, 2004


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

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

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

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


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Item 5.       Other Events

On August 18, 2004, the Registrant issued a press release regarding modification
of the  current  floor  planning  agreeements  with GE  Commercial  Distribution
Finance  Corporation that were originally entered into on September 8, 2000. The
press release is attached hereto as Exhibit 99.1.

The details of the  modification  of the floor planning  agreements  between the
registrant and GE Commercial  Distribution  Finance Corporation are disclosed in
the Current Report on Form 8-K previously  filed by the registrant on August 18,
2004.

EXHIBIT INDEX       The following exhibits are filed as part of this report:

                 
99.1                Press  Release  dated August  18,  2004 regarding modification  of  the  current
                    floor planning agreements  with  GE Commercial  Distribution Finance Corporation
                    ("GECDF") that were originally entered into on September 8, 2000.

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: August 18, 2004                             Chief Financial Officer

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