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): May 28, 2004


                                   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)





Item 2. Acquisition or Disposition of Assets

ePlus inc. ("ePlus")  announced by press release on May 28, 2004 that on May 28,
2004, it had purchased fixed assets,  customer lists,  and contracts and assumed
certain limited  liabilities  relating to the IT fulfillment and IT professional
services business of Manchester Technologies, Inc. The press release is attached
hereto as Exhibit 99 and incorporated by reference  herein.  ePlus'  acquisition
was made pursuant to an Asset Purchase and Sale Agreement  dated May 28, 2004 by
and between ePlus Technology,  Inc., a Virginia corporation,  and a wholly owned
subsidiary of ePlus and Manchester  Technologies,  Inc., a New York Corporation.
The purchase price for the acquisition was  approximately  $5.2 million dollars.
Approximately 125 former Manchester  Technologies,  Inc. personnel will be hired
by ePlus as part of the transaction  and are located in the established  offices
of Manchester in metropolitan New York, South Florida and Baltimore.

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

The pro forma and historical financial statements required by item 7 of Form 8-K
will be filed by amendment. The following exhibits are filed herewith:

       Exhibits       Description

          2    Asset   Purchase  and  Sale   Agreement  by  and  between   ePlus
               Technology, Inc. and Manchester Technologies,  Inc. dated May 28,
               2004.

          99   Press Release dated May 28, 2004  regarding  the  acquisition  of
               certain assets of Manchester Technologies, Inc. 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: May 28, 2004                                   Chief Financial Officer