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): February 14, 2005


                                   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.)

            13595 Dulles Technology Drive, Herndon, Virginia 20171-3413
               -----------------------------------------------------
          (Address, including zip code, of principal executive office)

                                 (703) 984-8400
                                 --------------
              (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 8.01  Other Events

On  February  14,  2005,  ePlus  inc.  (the  "Company")  issued a press  release
announcing the settlement of its  patent-infringement  litigation against Ariba,
Inc. On February 7, 2005 Ariba,  Inc. was found  liable by a jury for  willfully
infringing  three U.S.  patents held by the Company.  On February 12, 2005,  the
Company  settled the  patent-infringement  suit through a mutual  settlement and
license  agreement ("the  Agreement").  The Agreement  provides that the Company
will  receive,  by March 31, 2005, a total of $37 million for the license of its
patents.  A copy of a press release issued on February 14, 2005,  announcing the
foregoing, is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c)     Exhibits

99.1    Press Release dated February 14, 2005 issued 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: February 17, 2005                           Chief Financial Officer

EX-99

              Ariba to Pay $37 Million To Settle ePlus Patent Suit

        Jury Found "Willful Infringement" of Three ePlus Software Patents

HERNDON,  VA - February  14,  2005 - ePlus inc.  (Nasdaq  NM: PLUS - news) today
announced  that  it  has  entered  into a $37  million  Settlement  and  License
Agreement with Ariba,  Inc., after a Federal Court jury in Alexandria,  VA found
that  Ariba  willfully  infringed  three  ePlus  software  patents  relating  to
electronic  procurement  systems.  The February 7th jury verdict  found that all
ePlus patent claims tried in court, and associated elements, were valid and that
Ariba willfully infringed in every instance.

"This  settlement  is in the best  interest  of ePlus and our  customers,  as it
eliminates the uncertainty of the trial and inevitable appeals process which can
take several years," said Phillip G. Norton,  ePlus'  chairman,  chief executive
officer and president,  said.  "We believe the  settlement  affirms the value of
ePlus' intellectual  property,  and will create better marketplace  awareness of
our software and Enterprise Cost Management solutions."

The  agreement  calls  for  Ariba  to  pay  ePlus  $37  million  in  three  cash
installments,  all due by  March  31,  2005.  Any late  payment  by Ariba of the
settlement  amount will result in an  automatic  revocation  of Ariba's  license
rights, without refund.

As part of the agreement,  ePlus has also obtained a cross-license  to all Ariba
patents,  patent applications and foreign patent counterparts presently owned by
Ariba, and any acquired by Ariba for three years after the settlement date.

The settlement  grew out of a patent  infringement  action filed by ePlus on May
26, 2004. The ePlus patents involve electronic  procurement,  and the inventions
allow  end-users  to perform a wide  variety of  functions,  including,  but not
limited to:

     o    perform  electronic  searches,  selections and  comparisons as well as
          review items in multiple supplier catalogs;
     o    find equivalent items and suitable replacements;
     o    generate purchase orders from multiple vendors; and
     o    electronically check inventory

ePlus was represented by a legal team of the Washington DC and McLean,  Virginia
offices of Hunton & Williams  LLP,  with lead  attorneys  Scott  Robertson,  Tom
Cawley, and Jennifer Albert.

"The United States patent laws have promoted the  development  of new and useful
technologies, like the ePlus patents, for over 200 years," said Scott Robertson,
counsel for ePlus.  "This jury finding  shows that firms like ePlus can continue
to  innovate  and  invent  with the  assurance  that  their  investment  will be
preserved,  especially against willful infringers. It was courageous of ePlus to
take on a competitor in the  marketplace and stand up for what they believed was
right."

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,  product  and  catalog  content
management,  supplier  enablement,  strategic  sourcing,  financial services and
document access and collaboration into a single integrated  solution,  all based
on ePlus' leading business application software. The company is headquartered in
Herndon,  VA, and has more than 30  locations  in the U.S and  Canada.  For more
information, visit www.eplus.com, call 888-482-1122 or email info@eplus.com.

ePlus,  ePlus  Enterprise  Cost  Management,  eECM and/or  other ePlus  products
referenced herein are either  registered  trademarks or trademarks of ePlus inc.
in the U.S. and/or other  countries.  The names of actual companies and products
mentioned herein may be the trademarks 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,
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.

        Contact:      Kleyton Parkhurst, SVP
                      ePlus inc.
                      kparkhurst@eplus.com
                      703-984-8150