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): January 19, 2001

                                   EPLUS INC.

             (Exact name of registrant as specified in its charter)


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



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

                                 (703) 834-5710


              (Registrant's telephone number, including area code)



Item 5.  Other Events

On January 19, 2001, ePlus inc., along with its wholly-owned subsidiaries, ePlus
Group,  inc., ePlus Capital,  inc., and ePlus Government,  inc.,  announced in a
press release that it had established with National City Bank, as administrative
agent,  an amended and  restated  Credit  Agreement,  with a $35 million  dollar
limit. This credit facility  Agreement will expire on April 17, 2004. The credit
facility has three  participants,  National City Bank with a $20 million  dollar
participation,  Branch  Banking and Trust  Company,  with a $10  million  dollar
participation and PNC Bank, N.A., with a $5 million dollar participation.

Purpose of the Credit Facility

We use the credit facility primarily for the short-term financing of inventory,
receivables, and equipment prior to the sale or permanent financing provided by
non-recourse loans obtained from third party lenders.  As of January 19, 2001
the balance outstanding in this facility was $2.5 million dollars.

Principal Terms of the Credit Facility

Borrowings  under the facility will bear interest at LIBOR plus 175 basis points
for thirty day loan periods, or, at our option if a day to day rate is selected,
at the prime rate. The credit facility is secured by certain of Companys' assets
such as chattel paper (including leases), receivables, inventory, and equipment.
In addition, we have entered into pledge agreements for the stock of each of our
listed subsidiaries, ePlus Technology of NC, inc., ePlus Technology of PA, inc.,
and ePlus Technology, inc. The availability of the credit facility is subject to
a borrowing  base formula that  consists of  inventory,  receivables,  purchased
assets, and leases. Availability under the credit facility may be limited by the
asset  value of  equipment  purchased  by us or by terms and  conditions  in the
credit facility  agreement.  If we are unable to sell the equipment or unable to
finance the  equipment on a permanent  basis  within a certain time period,  the
availability of credit under the facility could be diminished or eliminated. The
credit facility contains covenants  relating to the following:  minimum tangible
net worth;  cash flow  overage  ratios;  maximum debt to equity  ratio;  maximum
amount of guarantees of subsidiary obligations; mergers; acquisitions; and asset
sales.  The credit  facility is a full recourse  obligation  and is secured by a
first priority blanket lien on all of our assets.

Exhibit Index

     The following exhibit is filed as part of this report:

     Exhibit
     Number              Item

     5.1  Text of Credit  Agreement dated January 19, 2001 between ePlus,  inc.,
          ePlus Group,  inc., ePlus Government,  inc., and ePlus Capital,  inc.,
          with National City Bank, Inc., as Agent.

     99.1 Press Release




SIGNATURES

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.
(Registrant)



Date _________________                       /s/Steven J. Mencarini
     February 02, 2001                          Chief Financial Officer