8-K

United States

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):  July 13, 2007 (July 9, 2007)

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28926	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive, Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (703) 984-8400

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 9, 2007, ePlus inc. (the “Company”) received a staff determination letter from the staff of Nasdaq indicating that the Company’s failure to file its Form 10-K for the fiscal year ended March 31, 2007, as required by Nasdaq Marketplace Rule 4310(c)(14), could serve as an additional basis for the delisting of the Company’s securities from the Nasdaq Global Market.

As previously reported, the Board of Directors of the Nasdaq Stock Market LLC (the “Nasdaq Board”) issued a stay of delisting on June 25, 2007, pending review by the Nasdaq Board of the decision of the Nasdaq Listing and Hearings Review Council (“Listing Council”) to delist and suspend trading of the Company’s securities on the Nasdaq Global Market.

Item 7.01 Regulation FD Disclosure

The Company has been diligently working to resolve issues related to accounting for stock options granted since its initial public offering in 1996, which is the sole reason underlying its delay in filing its annual and quarterly reports. In this regard, the Company has been reviewing accounting guidance regarding stock option grants published by the accounting staff of the SEC, and has not yet determined the amount of such charges or the resulting tax and accounting impact.  The Company's determination of the amount of such stock-based compensation expense is being finalized and is being reviewed by its independent registered public accounting firm. The Company plans to file its Annual Reports on Form 10-K for the years ended March 31, 2006 and 2007, and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006, September 30, 2006 and December 31, 2006 as soon as practicable after the resolution of the previously disclosed matters.

A copy of the Company’s press release issued on July 13, 2007, relating to the foregoing, is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1           Press Release dated July 13, 2007 issued by ePlus inc.

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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: July 13, 2007	Chief Financial Officer

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EX-99.1

ePlus Announces Noncompliance Notice from NASDAQ

HERNDON, VA – July 13, 2007– ePlus inc. (Nasdaq NGM: PLUS - news) announced today that it received a staff determination letter from the staff of the Nasdaq Stock Market on July 9, 2007 because it did not file its Annual Report on Form 10-K for the year ended March 31, 2007, as required by Marketplace Rule 4310(c)(14).  The staff determination letter indicated that this matter serves as an additional basis for delisting the Company’s securities from the Nasdaq Stock Market. No other listing deficiency was cited in the July 9th staff determination letter.

As previously reported, the Company’s securities will continue to be listed on the Nasdaq Global Market during the review of the decision of the Nasdaq Listing and Hearings Review Council (“Listing Council”) by the Board of Directors of The NASDAQ Stock Market LLC (the “Nasdaq Board”).  The Company received a letter from the Nasdaq Board on June 25, 2007, which stated that, pursuant to its discretionary authority under Marketplace Rule 4809, the Nasdaq Board had called for review the May 10, 2007 decision of the Listing Council regarding the Company.  The Nasdaq Board has also determined to stay the Listing Council’s decision to suspend the Company’s securities from trading, pending consideration by the Nasdaq Board in July 2007.

The Company has been diligently working to resolve the issues related to accounting for stock options granted since its initial public offering in 1996, which is the sole reason underlying its delay in filing its annual and quarterly reports.  In this regard, the Company has been reviewing accounting guidance regarding stock option grants published by the accounting staff of the SEC and has not yet determined the amount of such charges or the resulting tax and accounting impact.

ePlus has previously issued several press releases and filed several reports with the SEC including reports on Form 8-K, and investors are encouraged to read these in their entirety for discussion of the delay in its financial statements filings.

About ePlus:

ePlus empowers customers to maximize productivity, efficiency, and cost savings through the best people, practices, and knowledge in the technology industry.  By providing access to world-class IT products and services, top level manufacturer certifications, flexible lease financing, software, and patented business methods, ePlus delivers the choices and tools for organizations to optimize their IT infrastructure and supply chain processes.  Founded in 1990, ePlus has more than 650 associates in 30+ offices serving more than 2,500 customers.  The company is headquartered in Herndon, VA.   For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com.

ePlus® and/or other ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.

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 final determination of the impact of the restatement described above; the results of the Audit Committee’s investigation; the Company’s review, restatement and filing its previously issued financial statements and its assessment of the effectiveness of disclosure controls and procedures and internal controls; the Company’s failure to regain compliance within any extension period that may be granted by the Nasdaq Board, in which case the Company’s common stock would be delisted from the Nasdaq Global Market; the unknown duration of the stay granted by the Nasdaq Board; the effects of any required restatement adjustments to previously issued financial statements and possible material weaknesses in internal control over financial reporting; the effects of any lawsuits or governmental investigations alleging, among other things, violations of federal securities laws, by the Company or any of its directors or executive officers; the existence of demand for, and acceptance of, our services; 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.  All information set forth in this release and its attachments is as of July 13, 2007.  ePlus inc. undertakes no duty to update this information.  More information about potential factors that could affect ePlus inc.’s business and financial results is included in the Company’s Annual Report on Form 10-K for the fiscal years ended March 31, 2005 and March 31, 2004, the Quarterly Report on Form 10-Q for the quarters ended June 30, 2005, September 30, 2005, and December 31, 2005 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are on file with the SEC and available at the SEC’s website at http://www.sec.gov/.

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