EPLUS INC — Director's Dealing 2010

Dec 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPLUS INC (PLUS)
CIK: 0001022408
Period of Report: 2010-12-03

Reporting Person: Marion Elaine D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-03	Common Stock	M	2500	$7.75	Acquired	31757	Direct
2010-12-03	Common Stock	S	2500	$23.2333	Disposed	29257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-03	Employee Stock Option (right to buy)	$7.75	M	2500	Disposed	2010-12-27	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125	Indirect
Common Stock	100	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $23.17 to $23.39 per share, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold and prices at which the transaction was effected.

F2: 3-year vesting schedule: 20% of shares vested at the end of the first year; 30% of shares vested at the end of the second year; and 50% of shares vested at the end of the third year.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2010.