Item 2.02 Results of Operations and Financial Condition

On November 5, 2009, ePlus inc. announced by press release its results of operations for its fiscal second quarter which ended on September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description

99.1 Press release dated November 5, 2009 issued by ePlus inc.

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