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 28, 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))



















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Item 1.01  Entry into a Material Definitive Agreement

On February  28,  2005 the Board of  Directors  of ePlus inc.   ("the  Company")
approved the adoption of separate ePlus, Inc. Supplemental Benefit Plans (each a
"Plan" and together,  "the Plans") for each of (i) Bruce M. Bowen,  Director and
Executive Vice President of the Company,  (ii) Steven J. Mencarini,  Senior Vice
President  and Chief  Financial  Officer  of the  Company  and (iii)  Kleyton L.
Parkhurst,  Senior Vice  President,  Assistant  Secretary  and  Treasurer of the
Company (the "Participants"). Each Plan is substantially similar.

The Plans are unfunded,  nonqualified  deferred compensation plans which provide
the  Participants  with a cash  benefit that is payable only upon the earlier to
occur of (i) death,  (ii)  termination  of employment or (iii) the expiration of
the Plans.  Each Plan terminates on August 11, 2014. The Plans do not require or
contemplate the deferral of current or future cash  compensation that is payable
to the  Participants.  Under the terms of the Plans,  the  Participants or their
beneficiaries have only the right to receive a single lump sum cash distribution
upon the occurrence of one of triggering events described above. Under the terms
of the Plans, the Participants do not have a right to accelerate payments of the
benefits  payable under the Plans.  If a Participant is terminated for Cause (as
defined  in each Plan)  prior to the  expiration  of the  respective  Plan,  the
Company  will  have no  further  obligation  under  such  Plan and the  affected
Participant  will not be entitled to any payments under such Plan. In connection
with the adoption of the Plans,  the Company will  establish one or more grantor
trusts to which it may  transfer  assets  intended to be used for the benefit of
the Participants.  Through the date of distribution of Plan benefits, the assets
of such trusts will remain subject to the claims of the Company's  creditors and
the  beneficiaries of the trusts shall have standing with respect to the trusts'
assets not greater than that of general unsecured creditors of the Company.

The Company  reserves the right to amend,  modify,  terminate or discontinue any
Plan at any time with the consent of the Participant.

Item 9.01  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) The following exhibits are included with this Report:

Exhibit 10.1 ePlus inc. Supplemental Benefit Plan for Bruce M. Bowen

Exhibit 10.2 ePlus inc. Supplemental Benefit Plan for Steven J. Mencarini

Exhibit 10.3 ePlus inc. Supplemental Benefit Plan for Kleyton L. Parkurst

Exhibit 10.4 ePlus inc. Form of Supplemental Benefit Plan Participation Election
             Form

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: March 2,2005                                Chief Financial Officer