UNITED STATES
                       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, 2006


                                   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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Item 2.02:  Results of Operations and Financial Condition.

On February 13, 2006, ePlus inc. (NASDAQ: "PLUS") announced by press release its
results of  operations  for its quarter  ended  December 31, 2005. A copy of the
press  release  is  attached  hereto  as  Exhibit  99.1 to this  Form 8-K and is
incorporated herein by reference.

In accordance with General  Instruction 8.2 of Form 8-K, the information in this
Current Report on Form 8-K,  including  Exhibit 99.1,  shall not be deemed to be
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act"),  or otherwise  subject to the  liability of that
section,  and shall  not be  incorporated  by  reference  into any  registration
statment or other  document  filed under the Securities Act of 1933, as amended,
or the  Exchange  Act,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.


Item 9.01:  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

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

Exhibit 99.1    Press Release dated February 13, 2006, issued by ePlus inc.

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 14, 2006                           Chief Financial Officer
































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