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): June 28, 2004


                                   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.)

                  400 Herndon Parkway, Herndon, Virginia 20170
              -----------------------------------------------------
          (Address, including zip code, of principal executive office)

                                 (703) 834-5710
                                 --------------
              (Registrant's telephone number, including area code)


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Item 5.       Other Events

On June 28, 2004,  ePlus  Technology,  inc., a wholly-owned  subsidiary of ePlus
inc.,  modified  the  current  floor  planning  agreements  with  GE  Commercial
Distribution Finance Corporation  ("GECDF") that were originally entered into on
September 8, 2000. The changes to the agreements included an accounts receivable
facility of  $15,000,000  and an inventory  floorplan  credit  facility of up to
$50,000,000,  provided  that at no time will the  principal  amount  outstanding
under  the  inventory  floor  plan with the  accounts  receivable  facility  and
inventory facility exceed $50,000,000.

On July 1, 2004, the Registrant issued a press release regarding modification of
the current floor planning  agreeements with GE Commercial  Distribution Finance
Corporation  that were  originally  entered into on September 8, 2000. The press
release is attached hereto as Exhibit 99.1.

Purpose of the Credit Facility

ePlus  Technology,  inc. uses this credit source to finance its working  capital
requirements for inventories and accounts receivable. Their traditional business
as sellers of computer  technology  assets and  related  network  equipment  and
software  products is financed  through  these  arrangements  known as floorplan
financing,  where the interest  expense  generally for the first thirty to forty
days is not  charged  but is  paid  for by the  distributor/manufacturer.  These
floorplan  liabilities  are  recorded  as  accounts  payable-trade  as they  are
normally  repaid  within  the thirty to forty day time  frame and  represent  an
assigned accounts payable originally  generated with the  supplier/manufacturer.
If the  thirty to forty day  obligation  is not paid  timely,  interest  is then
assessed at the stated contractual rates.

Principal Terms of the Credit Facility

The   contracts   provide  for  various   repayment   days   dependent   on  the
distributor/manufacturer,  but the majority are 40 days on average. The facility
can be  terminated  with 90 days  notice by either  party.  The  facility is for
inventory  financing  and accounts  receivable  financing,  and has an aggregate
limit of  $50,000,000.  Interest is assessed at the prime rate minus one-half of
one percent on the  outstanding  principal  debt under the  accounts  receivable
facility.

ePlus inc., the parent of ePlus  Technology,  inc., has guaranteed this facility
up to $10,500,000.

ePlus Group, inc., with the consent of its credit facility  supplier,  agreed to
guaranty any items it received from but not paid to ePlus Technology, inc.

EXHIBIT  INDEX The  following  exhibits  are filed as part of this report:

Exhibit Number      Description

                 
5.1                 Text  of  Business Financing Agreement dated  September 8, 2000 between Deutsche
                    Financial  Services  Corporation  (now   known  as  GE  Commercial  Distribution
                    Finance Corporation) and ePlus Technology, inc.

5.1A                Text of Amendment to Business Financing  Agreement and  Agreement for  Wholesale
                    Financing  dated  March 31,  2004  between  GE Commercial  Distribution  Finance
                    Corporation and ePlus Technology, inc.

5.1B                Text of Amendment to Business Financing Agreement  and  Agreement for  Wholesale
                    Financing  dated  June  24, 2004  between  GE  Commercial  Distribution  Finance
                    Corporation and ePlus Technology, inc.

5.2                 Text  of  Agreement  for  Wholesale  Financing  dated September 8, 2000  between
                    Deutsche Financial Services (now  known  as  GE  Commercial Distribution Finance
                    Corporation) and ePlus Technology, inc.

5.3                 Text of  Paydown  Addendum to  Business  Financing  Agreement  between  Deutsche
                    Financial Services (now known as GE Commercial Distribution Finance Corporation)
                    Corporation) and ePlus Technology, inc.

5.4                 Text of  Limited Guaranty dated June 24, 2004 between GE Commercial Distribution
                    Finance Corporation and ePlus inc.

5.5                 Text  of  Collateral  Guaranty  dated  March  31,  2004  between  GE  Commercial
                    Distribution Finance Corporation and ePlus Group, inc.

5.6                 Text of Agreement Regarding  Collateral Rights and Waiver  between GE Commercial
                    Distribution  Finance  Corporation  and  National City  Bank, as  Administrative
                    Agent, dated March 24, 2004

99.1                Press  Release  dated  July  1,  2004  regarding  modification  of  the  current
                    floor planning agreements  with  GE Commercial  Distribution Finance Corporation
                    ("GECDF") that were originally entered into on September 8, 2000.



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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 1, 2004                                Chief Financial Officer



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