8-K

                            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 4, 2002


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

          Delaware                     000-28926               54-1817218
          --------------               --------------          --------------
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
        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

On October 4, 2002,  ePlus inc. (the "Company")  announced by press release that
its board of directors authorized a plan to repurchase up to 3,000,000 shares of
the Company's outstanding common stock, par value $0.01 per share, over a period
of time  ending no later  than  October  3, 2003,  and  limited to a  cumulative
purchase amount of $7,500,000.  Subject to availability,  these purchases may be
made  from  time to time in the open  market or  otherwise  at  prices  that the
Company deems  appropriate.  The press release is attached  hereto as Exhibit 99
and incorporated by reference herein.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

     Exhibits      Description

     99.1          Press Release dated October 4, 2002 regarding announcement of
                   stock repurchase program.









                                      -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: October 4, 2002                  Chief Financial Officer










                                      -3-



                                  EXHIBIT INDEX

Exhibit
Number            Description

99.1              Press Release dated October 4, 2002 regarding announcement of
                  stock repurchase program.












                                      -4-

EX-99

                                                                    EXHIBIT 99.1


Company Contacts:
Steve Mencarini, CFO                                         Kley Parkhurst, SVP
Tel: (703) 810-2596                                          Tel: (703) 709-1924
smencarini@eplus.com                                        kparkhurst@eplus.com

                    EPLUS ANNOUNCES STOCK REPURCHASE PROGRAM

Herndon,  VA, October 4, 2002 - ePlus inc (Nasdaq NM: PLUS) announced today that
its board of directors has authorized the repurchase  from time to time of up to
3,000,000  shares of its  outstanding  common stock to a  cumulative  maximum of
$7,500,000 over a period ending no later than October 3, 2003. The purchases may
be made in the open market or in privately negotiated  transactions,  subject to
availability, at prices deemed appropriate by management. The repurchased shares
will have the  status of  treasury  shares  and may be used,  when  needed,  for
general  corporate  purposes.  ePlus had  approximately  10.1 million  shares of
common stock outstanding as of Thursday, October 3, 2003.

About ePlus inc.
A leading provider of Enterprise Cost Management, ePlus provides a comprehensive
solution to reduce the costs of  purchasing,  owning,  and  financing  goods and
services.  ePlus  Enterprise Cost Management  (eECM) packages  business  process
outsourcing,  eProcurement,  asset management,  supplier  enablement,  strategic
sourcing, and financial services into a single integrated solution, all based on
ePlus ' leading  business  application  software.  Profitable since inception in
1990, the company is headquartered in Herndon, VA and has more than 30 locations
in the U.S.  For more  information,  visit our  website at  www.eplus.com,  call
800-827-5711 or email to info@eplus.com.

ePlus (TM),  ePlusSuite(TM),  Procure+(TM)  ,  Manage+(TM) ,  Service+(TM),  and
MarketBuilder(TM) are trademarks of ePlus Inc. ePlus Enterprise Cost Management,
eECM,  Pay+  and  ePlus  Leasing  are  trademarks  applied  for  of  ePlus  Inc.
Finance+(SM)  is  a  registered   service  mark  of  ePlus  inc.  ePlus  Content
Framework(SM)  is a service  mark applied for of ePlus.  Other marks  referenced
herein are property of their respective owners.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  Statements in this press release,  which are not historical facts, may be
deemed to be "forward-looking statements". Actual and anticipated future results
may vary due to certain risks and uncertainties,  including, without limitation,
general  economic  conditions;  the  possibility  of defects in our  products or
catalog content data; our ability to hire and retain sufficient  personnel;  our
ability  to protect  our  intellectual  property;  the  creditworthiness  of our
customers;  our ability to raise capital and obtain  non-recourse  financing for
our transactions; our ability to realize our investment in leased equipment; our
ability to reserve  adequately for credit losses;  fluctuations in our operating
results;  our reliance on our management  team; and other risks or uncertainties
detailed in our Securities and Exchange Commission filings.