Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BOWEN BRUCE M
   2. Issuer Name and Ticker or Trading Symbol
EPLUS INC [PLUS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
13595 DULLES TECHNOLOGY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/05/2014
(Street)

HERNDON, VA 20171-3413		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/05/2014   S   43,478 D $ 47.5 (1) 28,049 I By Bruce Montague Bowen Trust
Common Stock 05/05/2014   S   43,478 D $ 47.5 (1) 28,048 I By Elizabeth Dederich Bowen Trust
Common Stock 05/05/2014   S   130,435 D $ 47.5 (2) 169,565 I By Bowen Holdings LLC
Common Stock               12,509 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOWEN BRUCE M
13595 DULLES TECHNOLOGY DRIVE
HERNDON, VA 20171-3413		   X      

Signatures

 /s/ Bruce M. Bowen   05/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to an underwriting agreement, dated April 29, 2014 (the "Underwriting Agreement"), by and among Stifel, Nicolaus & Company, Inc. and William Blair & Company, LLC (together with underwriters named in Schedule I thereto, the "Underwriters"), the Company and selling stockholders named in Schedule II thereto (the "Selling Stockholders"), the Underwriters purchased from the Selling Stockholders and the Selling Stockholders sold to the Underwriters an aggregate of 1,573,913 shares of Common Stock ("Stock"), which includes 43,478 shares of Stock held by the Reporting Person. Pursuant to the final prospectus filed by the Company on May 1, 2014, the public offering price of Stock was $50.00 per share and the underwriting discount was $2.50 per share. Accordingly, the Reporting Person sold 43,478 shares of Stock to the Underwriters and received a price per share of $47.50 (which is net of underwriting discounts and commissions) for an aggregate amount of $2,065,205.
(2) Pursuant to an underwriting agreement, dated April 29, 2014 (the "Underwriting Agreement"), by and among Stifel, Nicolaus & Company, Inc. and William Blair & Company, LLC (together with underwriters named in Schedule I thereto, the "Underwriters"), the Company and selling stockholders named in Schedule II thereto (the "Selling Stockholders"), the Underwriters purchased from the Selling Stockholders and the Selling Stockholders sold to the Underwriters an aggregate of 1,573,913 shares of Common Stock ("Stock"), which includes 130,435 shares of Stock held by the Reporting Person. Pursuant to the final prospectus filed by the Company on May 1, 2014, the public offering price of Stock was $50.00 per share and the underwriting discount was $2.50 per share. Accordingly, the Reporting Person sold 130,435 shares of Stock to the Underwriters and received a price per share of $47.50 (which is net of underwriting discounts and commissions) for an aggregate amount of $6,195,663.

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