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):  October 13, 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 7.01  Regulation FD Disclosure

On October 13, 2005 ePlus inc. ("ePlus" or the "Company") issued a press release
announcing that its wholly-owned  subsidiary ePlus Technology,  inc. had entered
into an exclusive  letter of intent to pruchase the operating  assets of Amherst
Technologies,  LLC, for  consideration  of  approximately $2 million in cash and
assumption of certain other liabilities. A copy of the press release 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 October 13, 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: October 13, 2005                            Chief Financial Officer

EX-99

               ePlus Technology Signs Letter of Intent to Acquire
                          Assets of Technology Reseller

HERNDON,  VA - October 13, 2005 - ePlus inc. (Nasdaq NM: PLUS - news), a leading
provider of Enterprise  Cost  Management  solutions,  today  announced  that its
wholly owned subsidiary,  ePlus Technology,  Inc., has entered into an exclusive
letter of intent to purchase the operating assets of Amherst Technologies,  LLC,
a technology  reseller  which recorded more than $200 million of revenues in its
fiscal year ended December 31, 2004. The transaction is expected to close within
two weeks, and is subject to mutually acceptable  documentation,  relief of stay
in U.S.  bankruptcy  court,  and  other  customary  terms  and  conditions.  The
consideration for the purchased assets will include  approximately $2 million in
cash and  assumption of certain other  liabilities.  The reseller  currently has
branches in Texas, California, Florida, and New England.

"We are very pleased to be adding to our national reach with these new branches,
gaining new customers,  and welcoming new associates to ePlus" stated Phillip G.
Norton, chairman, CEO, and president of ePlus.

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, spend analytics, 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 United
States. For more information, visit http://www.eplus.com/,  call 888-482-1122 or
email info@eplus.com.

ePlus,  eECM,  ePlus  Enterprise  Cost  Management,  and/or other ePlus products
referenced herein are either  registered  trademarks or trademarks of ePlus inc.
in the United States 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:           Kley Parkhurst, SVP
                        ePlus inc.
                        kparkhurst@eplus.com
                        --------------------
                        703-984-8150