SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, D.C. 20549                             
                                                                                
                                    FORM 8-K/A                                  
                                                                                
                                 CURRENT REPORT                                 
                                                                                
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934     
                                                                                
        Date of Report (Date of earliest event reported): December 23, 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.) 
                                                                                
            13595 Dulles Technology Drive, Herndon, Virginia 20171-3413         
               -----------------------------------------------------            
          (Address, including zip code, of principal executive office)          
                                                                                
                                 (703) 984-8400                                 
                                 --------------                                 
              (Registrant's telephone number, including area code)              
                                                                                
Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):                       
                                                                                
[   ]   Written communications pursuant to Rule 425  under  the  Securities  Act
        (17 CFR 230.425)                                                        
                                                                                
[   ]   Soliciting  material  pursuant to Rule  14a-12  under  the  Exchange Act
        (17 CFR 240.14a-12)                                                     
                                                                                
[   ]   Pre-commencement  communications pursuant  to Rule  14d-2(b)  under  the
        Exchange Act (17 CFR 240.14d-2(b))                                      
                                                                                
[   ]   Pre-commencement  communications  pursuant to  Rule 13e-4(c)  under  the
        Exchange Act (17 CFR 240.13e-4(c))                                      
                                                                                


















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                                Explanatory Note

This Form 8-K/A  amends the  Current  Report on Form 8-K filed on  December  27,
2004, to correctly  state that the amount of rent in the first paragraph is paid
annually and not monthly.

Item 1.01         Entry Into a Material Definitive Agreement

On December 23, 2004,  ePlus inc. ("the  Company")  entered into an office lease
agreement  with Norton  Building 1, LLC ("the  Landlord")  pursuant to which the
Company will lease 50,322 square feet for use as its principal headquarters. The
property is located at 13595 Dulles Technology  Drive,  Herndon,  Virginia.  The
term of the lease is for five  years  with one  five-year  renewal  option.  The
annual rent is $19.50 per square foot for the first year, with a rent escalation
of three percent per year for each year thereafter.

Phillip G.  Norton is the  Trustee of Norton  Building 1, LLC and is Chairman of
the Board, President, and Chief Executive Officer of the Company.

The foregoing  description of the lease is qualified in entirety by reference to
the lease,  a copy of which is included  with the Current  Report on Form 8-K as
Exhibit 10.1, and incorporated by reference.

Item 9.01         Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) The following exhibit is included with this Report:

Exhibit 10.1 Deed of Lease by and between ePlus inc. and Norton  Building 1, LLC
dated as of December 23, 2004. 


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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 hereunto duly authorized.





                                                    EPLUS INC.                  
                                                                                
                                                                                
Date:  December 29, 2004                                                        
                                                    By:  /s/ STEVEN J. MENCARINI
                                                    ----------------------------
                                                             Steven J. Mencarini
                                                         Chief Financial Officer














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