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): December 27, 2002


                                   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

On December 27, 2002 ePlus inc.  issued a press release  announcing the purchase
of 522,833 shares of its common stock, for a total  consideration of $3,726,256,
under its stock repurchase plan in privately negotiated transactions.

Item 7.  Exhibits

Exhibit
Number   Exhibit Description

99.1     Press Release dated December 27, 2002, "ePlus Reports Stock
         Repurchases".


                                      -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.


Dated:  December 27, 2002                   By:  /s/ Steven J. Mencarini
                                                 -------------------------------
                                                 Steven J. Mencarini
                                                 Chief Financial Officer



                                      -3-




                                  EXHIBIT INDEX


Exhibit
Number   Exhibit Description

99.1     Press Release dated December 27, 2002, "ePlus Reports Stock
         Repurchases".






















                                      -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

For Release on 12/27/2002

                         ePLUS REPORTS STOCK REPURCHASES
         ePlus bought back 522,833 shares from 10/4/02 through 12/26/02

HERNDON,  VA - December  27,  2002 - ePlus  inc.  (Nasdaq NM:  PLUS - news) -, a
leading  provider of Enterprise  Cost  Management,  today  announced that it has
bought 522,833 shares of its common stock in privately negotiated  transactions,
since the  inception of its stock  repurchase  plan  announced  October 4, 2002.
Total  consideration for the purchases was $3,727,256.  As of December 26, 2002,
ePlus had  approximately  9,556,813 shares of stock issued and  outstanding,  as
compared to 10,079,646 shares issued and outstanding as of November 12, 2002.

The share repurchase plan announced on October 4, 2002 authorized the repurchase
from time to time of up to 3,000,000 shares of ePlus 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.

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) is a trademark of ePlus inc. ePlus Enterprise Cost Management and eECM
are trademarks applied for by ePlus inc.

"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,
the existence of demand for, and  acceptance  of, our  services;  our ability to
adapt our  services  to meet  changes  in  market  developments;  the  impact of
competition  in our  markets;  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.