formsc13ga.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

ePlus Inc.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
294268107
(CUSIP Number)
 
12/31/2008
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)

*The remainder of t his cover page shall be filled our for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No.
294268107
  
Page
2
of
3
 
1
 NAMES OF REPORTING PERSONS
 Patrick J. Retzer
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 (a) o
 (b) o
3
 SEC USE ONLY
 
4
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:     
5
 SOLE VOTING POWER
 
 597,817
6
 SHARED VOTING POWER
 
 
7
 SOLE DISPOSITIVE POWER
 
 597,817
8
 SHARED DISPOSITIVE POWER
 
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 597,817
10
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
12
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 IN

 
2
 
 
CUSIP No.
294268107
  
Page
3
of
3


After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:
10 February 2009
  
By:
/s/ Patrick J. Retzer
  
 
Patrick J. Retzer