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):  October 13, 2005     
                                                                                
                                                                                
                                   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.) 
                                                                                
            13595 Dulles Technology Drive, Herndon, Virginia 20171-3413         
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          (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 7.01  Regulation FD Disclosure

On October 13, 2005 ePlus inc. ("ePlus" or the "Company") issued a press release
announcing that its wholly-owned  subsidiary ePlus Technology,  inc. had entered
into an exclusive  letter of intent to pruchase the operating  assets of Amherst
Technologies,  LLC, for  consideration  of  approximately $2 million in cash and
assumption of certain other liabilities. A copy of the press release is attached
hereto as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c)      Exhibits
99.1     Press Release dated October 13, 2005 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: October 13, 2005                            Chief Financial Officer