UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

EPICOR SOFTWARE CORPORATION

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COMMON STOCK

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COMMISSION FILE NO. 0-20740

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RICHARD H. PICKUP, 2321 ALCOVA RIDGE DR., LAS VEGAS, NEVADA 89134 — (702) 240-5100

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Feb. 10, 2004

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

Check the following box if a fee is being paid with the statement [   ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

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

The information required on 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).

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CUSIP NO. 0-23034		SCHEDULE 13D

1		NAME OF REPORTING PERSON       Richard H. Pickup, an individual - #571-34-7386 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DRP Charitable Remainder Unitrust - #88-6055771 TMP Charitable Remainder Unitrust - #88-6055770 Pickup Family Trust - #33-6123575 Dito Devcar Corporation, a Nevada corporation - #88-0294385 TB Fund, LLC, a Nevada limited liability company - #88-0483391 Plus Four Equity Partners, LP, a Nevada Limited Partnership - #88-0499778
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a)    [X]
								(b)    [   ]
3		SEC USE ONLY
4		SOURCE OF FUNDS* FF and WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)						[   ]
6		CITIZENSHIP OR PLACE OF ORGANIZATION Richard H. Pickup is a resident of the State of Nevada and a citizen the United States. All other reporting entities were formed and organized under and pursuant to the laws of the State of Nevada.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER Richard H. Pickup - 0 Dito Devcar Corporation - 612,900 Pickup Family Trust - 1,000,000 TB Fund, LLC - 247,500 DRP Charitable Remainder Unitrust - 75,000 TMP Charitable Remainder Unitrust - 75,000 Plus Four Equity Partners, LP - 165,000
				8		SHARED VOTING POWER NONE
				9		SOLE DISPOSITIVE POWER (SAME AS ITEM 7 ABOVE)
				10		SHARED DISPOSITIVE POWER NONE
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (SAME AS ITEM 7 ABOVE) TOTAL SHARES OWNED - 2,175,400
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*						[   ]
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Dito Devcar Corporation - 1.39% Pickup Family Trust - 2.26% TB Fund, LLC - 0.56% TMP Charitable Remainder Unitrust - 0.17% DRP Charitable Remainder Unitrust - 0.17% Plus Four Equity Partners, LP - 0.37% TOTAL - 4.92%
14		TYPE OF REPORTING PERSON* Richard H. Pickup - IN                          TB Fund LLC - CO Dito Devcar Corporation - CO              DRP Charitable Remainder Unitrust - CO Pickup Family Trust - CO                     TMP Charitable Remainder Unitrust - CO Plus Four Equity Partners, LP - PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7

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SIGNATURE

     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: 2/12/04	/s/ RICHARD H. PICKUP
	Richard H. Pickup An individual
	DITO DEVCAR CORPORATION
	By:	/s/ RICHARD H. PICKUP
		Richard H. Pickup, President
	PICKUP FAMILY TRUST
	By:	/s/ RICHARD H. PICKUP
		Richard H. Pickup, Trustee
	TB FUND, LLC. A limited liability company
	By:	/s/ RICHARD H. PICKUP
		Richard H. Pickup, Manager

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	DRP CHARITABLE REMAINDER UNITRUST
	By:	/s/ RICHARD H. PICKUP
		Richard H. Pickup, Trustee
	TMP CHARITABLE REMAINDER UNITRUST
	By:	/s/ RICHARD H. PICKUP
		Richard H. Pickup, Trustee
	PLUS FOUR EQUITY PARTNERS LIMITED PARTNERSHIP A NEVADA LIMITED PARTNERSHIP
	By:	PLUS FOUR MANAGEMENT, LLC A NEVADA LIMITED LIABILITY COMPANY ITS: SOLE PARTNER
	By:	/s/ TODD M. PICKUP
		Todd M. Pickup, Manager
	By:	/s/ JOSEPH W. MOODY
		Joseph W. Moody, Manager

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