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)









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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.









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                                    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










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                                  EXHIBIT INDEX

Exhibit
Number            Description

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












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