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 14, 2005     
                                                                                
                                                                                
                                   EPLUS INC.                                   
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             (Exact name of registrant as specified in its charter)             
                                                                                
                  Delaware                000-28926           54-1817218        
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     (State or other jurisdiction  (Commission File Number) (IRS Employer       
              of incorporation)                             Identification No.) 
                                                                                
            13595 Dulles Technology Drive, Herndon, Virginia 20171-3413         
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          (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 8.01  Other Events

On  February  14,  2005,  ePlus  inc.  (the  "Company")  issued a press  release
announcing the settlement of its  patent-infringement  litigation against Ariba,
Inc. On February 7, 2005 Ariba,  Inc. was found  liable by a jury for  willfully
infringing  three U.S.  patents held by the Company.  On February 12, 2005,  the
Company  settled the  patent-infringement  suit through a mutual  settlement and
license  agreement ("the  Agreement").  The Agreement  provides that the Company
will  receive,  by March 31, 2005, a total of $37 million for the license of its
patents.  A copy of a press release issued on February 14, 2005,  announcing the
foregoing, 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 February 14, 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: February 17, 2005                           Chief Financial Officer