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): March 29, 2002


                                   EPLUS INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                  400 Herndon Parkway, Herndon, Virginia 20176
          (Address, including zip code, of principal executive office)

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



















Item 5. Other Events

ePlus inc.  ("ePlus")  announced by press release on April 1, 2002 that on March
29, 2002,  it had  purchased  fixed assets,  customer  lists,  and contracts and
assumed  certain  limited  liabilities  relating  to the IT  fulfillment  and IT
professional  services  business  of  Elcom  International,   Inc.,  a  Delaware
corporation  ("Elcom").  The press release is attached  hereto as Exhibit 99 and
incorporated by reference herein.

ePlus'  acquisition  was made pursuant to an Asset  Purchase and Sale  Agreement
dated  March  25,  2002  by and  between  ePlus  Technology,  Inc.,  a  Virginia
corporation, and a wholly owned subsidiary of ePlus, Elcom Services Group, Inc.,
a Delaware  corporation,  elcom,  inc., a Delaware  corporation,  and Elcom , as
amended  on  March  29,  2002.  Total  consideration  for  the  acquisition  was
approximately 2.3 million consisting of cash of $2,150,000 and the assumption of
certain  liabilities of  approximately  $113,000.  Approximately 98 former Elcom
personnel were hired by ePlus as part of the  transaction and are located in the
established  sales  offices  of Elcom in  greater  Philadelphia,  New York City,
Boston and San Diego acquired in the transaction.

Item 7. Financial  Statements,  Pro Forma Financial Information and Exhibits


The following exhibits are filed herewith:

Exhibit
Number            Description

2    Asset  Purchase and Sale  Agreement by and between ePlus  Technology,  Inc.
     Elcom Services Group,  Inc.,  elcom,  inc., and Elcom  International,  Inc.
     dated March 25, 2002.

2.1  Amendment  to  Asset  Purchase  and Sale  Agreement  by and  between  ePlus
     Technology,  Inc.  Elcom  Services  Group,  Inc.,  elcom,  inc.,  and Elcom
     International, Inc. dated  March 29, 2002.

99   Press Release  dated April 1, 2002  regarding  the  acquisition  of certain
     assets of Elcom 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: April 5, 2002                               Chief Financial Officer










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