Exhibit 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

      (As corrected by a Certificate of Correction filed October 19, 1999)

     MLC  Holdings,  Inc., a  corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware.

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of MLC Holdings,  Inc.,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and directing  that the proposed  amendment be considered at the next
annual meeting of the stockholders of said corporation.  The resolution  setting
forth the proposed amendment is as follows:

     RESOLVED,  that the  Certificate of  Incorporation  of this  corporation be
amended by changing the Article  thereof  numbered  "First" so that,  as amended
said Article shall read as follows:

                   "The name of the Corporation is ePlus Inc."

     SECOND:  That  thereafter,  the annual meeting of the  stockholders of said
corporation  was duly  called and held on  September  13,  1999,  upon notice in
accordance  with  Section  222 of the  General  Corporation  law of the state of
Delaware at which meeting the necessary  number of shares as required by statute
were voted in favor of the amendment.

     THIRD:  That  said  amendment  was  duly  adopted  in  accordance  with the
provisions  of'  Section  242 of the  General  Corporation  Law of the  State of
Delaware.

     IN WITNESS  WHEREOF,  MLC Holdings,  Inc. has caused this certificate to be
signed by Phillip G. Norton,  its  authorized  officer,  this  eighteenth day of
October 1999.



                                             By: /s/Phillip G. Norton
                                             -------------------------
                                             Title: President