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): November 16, 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)

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))



















                                      -1-



Item 2.02:  Results of Operations and Financial Condition.

On November  16,  2004,  ePlus inc.  (NASDAQ:  "PLUS")  held a  conference  call
discussing the results for the quarter ended September  30,2004. A transcript of
the conference  call is attached  hereto as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.


Item 9.01:  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) The following exhibit is included with this Report:

Exhibit  99.1       Transcript  of the  Company's  November  16,  2004  earnings
                    conference call.

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: November 16, 2004                             Chief Financial Officer





























                                      -2-

EX-99

                                                                    Exhibit 99.1

                               INVESTOR RELATIONS
                                 CONFERENCE CALL
                                    11/16/04

Kley Parkhurst: "Good morning, this is Kley Parkhurst,  Senior Vice President of
ePlus and I would  like to welcome  you to our  conference  call to discuss  our
second  quarter  fiscal  year  2005  financial  results  for the  quarter  ended
September  30, 2004.  The  conference  call this  morning will include  prepared
remarks,  followed by a questions  and answer  period.  Joining me today is Phil
Norton, the Chairman, Chief Executive Officer, and President of ePlus, and Steve
Mencarini, Senior Vice President and Chief Financial Officer.

Before we begin the formal presentation, I will read our Safe Harbor Statement:

The statements  made during this call,  which are not historical  facts,  may be
deemed  to  contain  forward-looking  statements  under the  Private  Securities
Litigation  Reform Act of 1995.  Actual results may vary due to general economic
conditions  and  other  risks  and  uncertainties,  including  those  risks  and
uncertainties  detailed in our Securities and Exchange Commission  filings.  All
information  discussed  during this  conference call is as of November 16, 2004.
ePlus inc.  undertakes no duty to update this  information.  We refer you to the
disclosure  contained in our Annual Report on Form 10-K for the year ended March
31, 2004 under the headings  "Risk  Factors" and "Factors That May Affect Future
Operating  Results"  and in our  Quarterly  Report on Form 10-Q for the  quarter
ended  September  30, 2004,  under the heading  "Factors  That May Affect Future
Operating  Results" for a description  of these risks and  uncertainties.  These
filings are available at the SEC website www.sec.gov and can also be accessed on
our website, www.eplus.com

A live webcast of this call, playback, and audio play back are available. Please
refer to our  press  release,  or email  info@eplus.com,  or go to our  website,
www.eplus.com for more information.

It is my pleasure to introduce Phil Norton.  Phil:"

Phil Norton: "Thank you for joining us this morning.

In the second  quarter of our fiscal year,  which ended  September  30th,  ePlus
revenues increased 80% as compared to the prior year's 2nd quarter. The increase
in revenues is a result of increased  sales in almost all of our  locations.  We
experienced large orders by several customers, a couple of notable new customers
whose names, for competitive purposes, we won't disclose, and the acquisition of
the fulfillment, IT services, and consulting businesses of Manchester Technology
at the end of May '04. The  Manchester  acquisition  accounted for a little less
than 50% of the $70 million increase in sales,  demonstrating  that the increase
in revenues was both organic as well as the result of the successful integration
and conversion of the acquired Manchester customers.

The Manchester  acquisition has been successful on many fronts. Our primary goal
was to retain major customers and key personnel,  and we have  accomplished this
above our expectations.  Another goal is expense  reduction.  As we've mentioned
previously,  when  we  purchased  the  Manchester  businesses  we  were  able to
immediately convert to our purchasing and accounting systems,  which immediately
reduced the overhead load  associated with the historical  Manchester  business.
And  throughout  the 9/30  quarter,  we further  reduced  costs as we eliminated
redundant systems,  trimmed personnel, and reduced other expenses. Over time, we
expect  to  further  reduce  costs by  moving  to  smaller  and  less  expensive
facilities, once the sublease agreements with Manchester expire.

During the quarter we experienced a number of significant  expenses which, while
they can't be characterized as one-time or non-recurring expenses,  should be of
limited duration.  The most significant expense of the quarter is related to the
outside  legal and support  expense of  approximately  $883,000  for our ongoing
patent infringement  lawsuit. This level of expense will continue for at least a
few more months.  Cross-motions  for summary judgment will be heard this Friday,
November 19th, and the trial date is scheduled for January 4th. We will continue
to pursue this using our best  efforts  until it is resolved  favorably  for the
benefit of ePlus, and we will continue to protect our intellectual  property and
patents  against  infringement.  Taking our tax rate of 41% and  dividing by our
outstanding  diluted  shares,  this expense alone was  equivalent to $0.06 fully
diluted earnings per share.

As a result of these  expenses and expenses  relating to the transition on sales
of product, declined slightly about a half a percent. Fully diluted earnings per
share was flat at $0.27 due to lower outstanding diluted share count.

For the six months ended  September 30, 2004,  ePlus reported record revenues of
$261 million, net earnings of $4.7 million, and fully diluted earnings per share
of $0.50.

Our balance sheet continues to be strong.  Shareholders equity at the end of the
quarter was $116  million,  and cash was $14  million.  Our strategy of reducing
non-recourse   debt  fundings  and  redeploying   cash  in  high  quality  lease
receivables to realize higher interest earnings has been successful.  At the end
of the quarter, we held $188 million of lease assets against a financing balance
of $109, a $79 million  difference.  By  increasing  our  floorplanning  and A/R
financing  line with GE  Capital  Distribution  finance  from $33  million  to a
seasonally-available  $75  million,  and our $45 million  credit  facility  with
National City Bank,  Bank of America,  and BB&T, we remain well  capitalized and
are able to raise cash quickly if needed as opportunities arise.

As a result of these  expenses,  and  expenses  relating to the  transition  and
integration of Manchester, our earnings for the quarter declined 8%, or 200,000,
to $2.5 million  from $2.7  million the prior  fiscal year.  Margins on sales of
product declined slightly, about 1/2%. Fully diluted earnings per share was flat
at $0.27, due to lower outstanding diluted share count.

In summary,  ePlus  continues to execute its  strategy of  acquiring  customers,
improving our salesforce, opening new sales locations, investing in our software
and business solutions, and increasing operating efficiencies through the use of
our own software and process automation solutions.

That concludes our prepared  remarks.  Steve Mencarini and I are happy to answer
questions at this time. Operator...