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):  October 4, 2007 (October 1, 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 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 1.01 Entry into a Material Definitive Agreement

ePlus Technology, inc., a wholly-owned subsidiary of ePlus inc., modified the current credit facility agreements with GE Commercial Distribution Finance Corporation ("GECDF") that were originally executed on August 31, 2000. The changes to the agreements were effective October 1, 2007.  Pursuant to the terms of the credit facility agreements, as amended, GECDF will provide a total credit facility limit of up to $100,000,000 during the Temporary Increase Period, which is defined in the amendment as the period of October 1, 2007 through October 31, 2007. Other than during the Temporary Increase Period, the total credit facility limit is up to $85,000,000.  The purpose of the October 1st amendment was to extend the Temporary Increase Period through October 31, 2007. 

The foregoing description of the amendment is qualified in its entirety by reference to the amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) The following exhibits are filed as part of this report:

Exhibit Number	Exhibit Description
10.1	Amendment to Agreement for Wholesale Financing and Business Financing Agreement dated October 1, 2007 between GE Commercial Distribution Finance Corporation and ePlus Technology, 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: October 4, 2007	Chief Financial Officer

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EX-10.1

AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING

AND BUSINESS FINANCING AGREEMENT

This Amendment is made to (i) that certain Agreement for Wholesale Financing dated August 31, 2000, between ePlus Technology, inc. ("Dealer") and GE Commercial Distribution Finance Corporation ("CDF"), as amended ("AWF) and (ii) that certain Business Financing Agreement between Dealer and CDF dated August 31, 2000, as amended ("BFA").

FOR VALUE RECEIVED, CDF and Dealer agree as follows:

1.  Section 2.1 of the BFA is hereby amended in its entirety to read as follows:

"2.1 Accounts Receivable Facility.  Subject to the terms of this Agreement, CDF agrees to provide to Dealer an Accounts Receivable Facility of Thirty Million Dollars ($30,000,000.00); provided, however, that:  (i) at no time during the Temporary Increase Period (as defined below) will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, One Hundred Million Dollars ($100,000,000.00), and (ii) at no time other than from October 1, 2007 through October 31, 2007 (“Temporary Increase Period”) will the principal amount outstanding under the Accounts Receivable Facility and Dealer’s inventory floorplan credit facility with CDF exceed, in the aggregate, Eighty-Five Million Dollars ($85,000,000.00).  CDF's decision to advance funds will not be binding until the funds are actually advanced."

In addition, subject to the terms of the AWF, CDF agrees to provide to Dealer an inventory floorplan credit facility of:  (a) One Hundred Million Dollars ($100,000,000.00) during the Temporary Increase Period, and (b) at all times other than the Temporary Increase Period, Eighty-Five Million Dollars ($85,000,000.00); provided, however, that (i) at no time during the Temporary Increase Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer's inventory floorplan credit facility with CDF exceed, in the aggregate, One Hundred Million Dollars ($100,000,000.00), and (ii) at no time other than during the Temporary Increase Period will the principal amount outstanding under the Accounts Receivable Facility and Dealer’s inventory floorplan credit facility with CDF exceed, in the aggregate, Eighty-Five Million Dollars ($85,000,000.00).  CDF's decision to advance funds will not be binding until the funds are actually advanced.

Dealer waives notice of CDF's acceptance of this Amendment.

All other terms and provisions of the AWF and BFA, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Dealer and CDF have executed this Amendment on this 1 day of October , 2007.

EPLUS TECHNOLOGY, INC.

By:   /s/ Steven J. Mencarini, CFO

         Steven J. Mencarini, Chief Financial Officer

GE COMMERCIAL DISTRIBUTION FINANCE

CORPORATION

By:    /s/ David Mintert 

          David Mintert, Vice President of Operations 

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