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): May 7, 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)


                                      -1-




Item 5.      Other Events and Regulation FD Disclosure

On May 7, 2004, the Registrant  issued a press release  reporting an increase in
its share repurchase  authorization from the current $7.5 million to $12 million
for the  remainder  of the current  period plan.  The press  release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.       Financial Statements, Pro Forma Information and Exhibits

(c)Exhibit
   99.1       Press release dated May 7, 2004


                                      -2-





                                    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: May 7, 2004                                 Chief Financial Officer



                                       -3-





                                  EXHIBIT INDEX

Exhibit Number      Description

99.1                Press Release of the registrant dated May 7, 2004