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                                                                   Exhibit 10.11




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                      O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                          1999 COMMON STOCK OPTION PLAN






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                      O'SULLIVAN INDUSTRIES HOLDINGS, INC.
                             1999 STOCK OPTION PLAN


                                    ARTICLE I

                                 PURPOSE OF PLAN

         The 1999 Stock Option Plan (the "PLAN") of O'Sullivan Industries
Holdings, Inc., a Delaware corporation (the "COMPANY"), adopted by the Board of
Directors effective November 30, 1999, is intended to advance the best interests
of the Company by providing executives and other key employees of the Company or
any Subsidiary who have substantial responsibility for the management and growth
of the Company or any Subsidiary with additional incentives by allowing such
employees to acquire an ownership interest in the Company. The Plan is a
compensatory benefit plan within the meaning of Rule 701 under the Securities
Act of 1933, as amended (the "SECURITIES ACT") and, unless and until the Common
Stock is publicly traded, the issuance of options and Common Stock pursuant to
the Plan is intended to qualify for the exemption from registration under the
Securities Act provided by Rule 701.


                                   ARTICLE II

                                   DEFINITIONS

         For purposes of the Plan the following terms have the indicated
meanings:

         "BOARD" means the Board of Directors of the Company.

         "COMMON STOCK" means the Common Stock, par value $0.01 per share, of
the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statute.

         "COMMITTEE" means the Compensation Committee or such other committee of
the Board as the Board may designate to administer the Plan or, if for any
reason the Board has not designated such a committee, the Board. The Committee,
if other than the Board, shall be composed of not fewer than two directors as
appointed from time to time by the Board.

         "FAIR MARKET VALUE" per share on any given date means the average of
the closing prices of the sales of the Common Stock on all securities exchanges
on which such stock may at the time be listed, or, if there have been no sales
of Common Stock on any such exchange on any day, the average of the highest bid
and lowest

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asked prices for such stock on all such exchanges at the end of such day, or, if
on any day such stock is not so listed, the average of the representative bid
and asked prices quoted for such stock on the Nasdaq National Market System as
of 4:00 P.M., New York time, or, if on any day such stock is not quoted on the
Nasdaq National Market System, the average of the highest bid and lowest asked
prices for such stock on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization. If at any time the Common Stock is not listed or quoted,
the Fair Market Value per share shall be the fair market value of the Common
Stock determined by the Board in good faith, giving effect to the preferences
and priorities set forth in the Company's Certificate of Incorporation (as
amended from time to time) with respect to other series or classes of the
Company's capital stock, and also based on such other factors as the members
thereof in the exercise of their business judgment, consider relevant.

         "OPTION SHARES" shall mean (i) all shares of Common Stock issued or
issuable upon the exercise of an Option and (ii) all shares of Common Stock
issued with respect to the Common Stock referred to in clause (i) above by way
of stock dividend or stock split or in connection with any conversion, merger,
exchange, consolidation, reclassification or recapitalization or other
reorganization affecting the Common Stock. Unless provided otherwise herein or
in the Participant's Option Agreement, Option Shares will continue to be Option
Shares in the hands of any holder other than the Participant (except for the
Company), and each such transferee thereof will succeed to the rights and
obligations of a holder of Option Shares hereunder.

         "OPTIONS" has the meaning set forth in Article IV.

         "PARTICIPANT" means any executive or other key employee of the Company
or any Subsidiary who has been selected to participate in the Plan by the
Committee or the Board, as the case may be.

         "SALE OF THE COMPANY" means a merger or consolidation effecting a
change in control of the Company, a sale of all or substantially all of the
assets of the Company or a sale of a majority of the outstanding voting
securities of the Company effecting a change in control of the Company.

         "SECURITIES ACT" has the meaning ascribed thereto in Article 1 hereof.

         "SUBSIDIARY" means any subsidiary corporation (as such term is defined
in Section 424(f) of the Code) of the Company.

         "TAX DATE" means the date on which any taxable income resulting from
the exercise of an Option is determined under applicable federal income tax law.

         "TERMINATION DATE" shall mean the date upon which such Participant's
employment with the Company and the Subsidiaries terminated.


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                                   ARTICLE III

                                 ADMINISTRATION

         The Plan shall be administered by the Committee; provided that if at
any time Rule 16b-3 or any successor rule ("RULE 16B-3") under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), so permits without
adversely affecting the ability of the Plan to comply with the conditions for
exemption from Section 16 of the Exchange Act (or any successor provision)
provided by Rule 16b-3, the Committee may delegate the administration of the
Plan in whole or in part, on such terms and conditions, and to such person or
persons as it may determine in its discretion, as it relates to persons not
subject to Section 16 of the Exchange Act (or any successor provision).
References to the Committee hereunder shall include the Board where appropriate.
The membership of the Committee or such successor committee shall be constituted
so as to comply at all times with the applicable requirements of Rule 16b-3.
Subject to the limitations of the Plan, the Committee shall have the sole and
complete authority to: (i) select Participants, (ii) grant Options to
Participants in such forms and amounts as it shall determine, (iii) impose such
limitations, restrictions and conditions upon such Options as it shall deem
appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan, (v) correct any
defect or omission or reconcile any inconsistency in the Plan or in any Options
granted under the Plan, and (vi) make all other determinations and take all
other actions necessary or advisable for the implementation and administration
of the Plan. The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Participants, the Company and all other
persons. All expenses associated with the administration of the Plan shall be
borne by the Company. The Committee may, as approved by the Board and to the
extent permissible by law, delegate any of its authority hereunder to such
persons or entities as it deems appropriate.


                                   ARTICLE IV

                         LIMITATION ON AGGREGATE SHARES

         The number of shares of Common Stock with respect to which stock
purchase options ("OPTIONS") may be granted under the Plan shall not exceed, in
the aggregate, 81,818 shares, subject to adjustment in accordance with Section
6.4. To the extent any Options expire unexercised or are canceled, terminated or
forfeited in any manner without the issuance of Common Stock thereunder, such
shares shall again be available under the Plan. The shares of Common Stock
available under the Plan may consist of authorized and unissued shares, treasury
shares or a combination thereof, as the Committee shall determine.


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                                    ARTICLE V

                                     AWARDS

         5.1 GRANT OF OPTIONS. The Committee may grant Options to Participants
in accordance with this Article V. Options granted under this Plan may be
"nonqualified" stock options or "incentive stock options" within the meaning of
Section 422 of the Code or any successor provision as specified by the
Committee; PROVIDED, that no incentive stock option may be granted to any Person
who, at the time an Option is granted, owns stock of the company possessing more
than 10% of the total combined voting power of all classes of stock of the
Company (a "TEN PERCENT HOLDER") except subject to the limitations set forth in
Sections 5.2, 5.3, 5.6 and 5.7 below and such other statutory requirements as
the Committee determines may be applicable.

         5.2 EXERCISE PROCEDURE. Options shall be exercisable, to the extent
they are vested, by written notice to the Company (to the attention of the
Company's Secretary) accompanied by payment in full of the applicable exercise
price. Payment of such exercise price may be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
in shares of Common Stock valued at their Fair Market Value as of the date of
exercise as provided in Section 5.3 below (to the extent permitted by the
Company's material agreements for indebtedness for borrowed money), (iii) by a
reduction in the number of Option Shares to be delivered to the Participant
pursuant to such exercise of Options by the number of Option Shares, the Fair
Market Value of which is equal to the option exercise price that would otherwise
be payable by the Participant in connection with such exercise or (iv) in a
combination of the foregoing.

         5.3 EXCHANGE OF PREVIOUSLY ACQUIRED STOCK. At the discretion of the
Committee, exercised at the time of grant, the exercise price for the shares
being acquired upon the exercise of an Option may be paid, in full or in part,
by the delivery to the Company of Common Stock (to the extent permitted by the
Company's material agreements for indebtedness for borrowed money). Any Common
Stock so delivered shall be treated as the payment of cash equal to the
aggregate Fair Market Value on the date of delivery of such Common Stock.

         5.4      WITHHOLDING TAX REQUIREMENTS.

                  (a) AMOUNT OF WITHHOLDING. It shall be a condition of the
exercise of any Option that the Participant exercising the Option make
appropriate payment or other provision acceptable to the Company with respect to
any withholding tax requirement arising from such exercise. The amount of
withholding tax required, if any, with respect to any Option exercise (the
"WITHHOLDING AMOUNT") shall be determined by a financial or other appropriate
officer of the Company, and the Participant shall furnish such information and
make such representations as such officer requires to make such determination.


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                  (b) WITHHOLDING PROCEDURE. If the Company determines that
withholding tax is required with respect to any Option exercise, the Company
shall notify the Participant of the Withholding Amount, and the Participant
shall pay to the Company an amount not less than the Withholding Amount. In lieu
of making such payment, the Participant may elect to pay the Withholding Amount
by either (i) delivering to the Company a number of shares of Common Stock
having an aggregate Fair Market Value as of the Measurement Date not less than
the Withholding Amount or (ii) directing the Company to withhold (and not to
deliver or issue to the Participant) a number of shares of Common Stock,
otherwise issuable upon the exercise of an Option, having an aggregate Fair
Market Value as of the Measurement Date not less than the Withholding Amount.
Any fractional share interests resulting from the delivery or withholding of
shares of Common Stock to meet withholding tax requirements shall be settled in
cash. All amounts paid to or withheld by the Company and the value of all shares
of Common Stock delivered to or withheld by the Company pursuant to this Section
5.4 shall be deposited in accordance with applicable law by the Company as
withholding tax for the Participant's account. If the Treasurer or other
appropriate officer of the Company determines that no withholding tax is
required with respect to the exercise of any Option, but subsequently it is
determined that the exercise resulted in taxable income as to which withholding
is required (as a result of a disposition of shares or otherwise), the
Participant shall promptly, upon being notified of the withholding requirement,
pay to the Company, by means acceptable to the Company, the amount required to
be withheld.

         5.5 NOTIFICATION OF INQUIRIES AND AGREEMENTS. Each Participant and each
Permitted Transferee shall notify the Company in writing within 10 days after
the date such Participant or Permitted Transferee (i) first obtains knowledge of
any Internal Revenue Service inquiry, audit, assertion, determination,
investigation, or question relating in any manner to the value of Options
granted hereunder; (ii) includes or agrees (including, without limitation, in
any settlement, closing or other similar agreement) to include in gross income
with respect to any Option granted under this Plan (A) any amount in excess of
the amount reported on Form 1099 or Form W-2 to such Participant by the Company,
or (B) if no such Form was received, any amount; and/or (iii) exercises, sells,
disposes of, or otherwise transfers an Option acquired pursuant to this Plan.
Upon request, a Participant or Permitted Transferee shall provide to the Company
any information or document relating to any event described in the preceding
sentence which the Company (in its sole discretion) requires in order to
calculate and substantiate any change in the Company's tax liability as a result
of such event.

         5.6 CONDITIONS AND LIMITATIONS ON EXERCISE. At the discretion of the
Committee, exercised at or subsequent to the time of grant, Options may vest, in
one or more installments, upon (i) the fulfilment of certain conditions, (ii)
the passage of a specified period of time, and/or (iii) the achievement by the
Company or any Subsidiary of certain performance goals.


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                  (a) NORMAL VESTING. Unless the Committee specifies otherwise
in an Option grant, an Option shall fully vest and become exercisable with
respect to all of the Option Shares that are subject to such Option on the
earlier of (i) the day before the Option's expiration date and (ii) the seventh
(7th ) anniversary of the date of the grant (such date being the "VESTING
DATE"), IF AND ONLY IF the holder thereof was continuously employed by the
Company from the date on which such Option was granted through the date on which
such Option vests. Notwithstanding the foregoing, unless the Committee specifies
otherwise, an Option shall vest and become exercisable with respect to 20% of
the Option Shares that are subject to such Option (rounded to the nearest whole
share) upon the issuance of the Company's audited financial statements for each
of the first five fiscal years of the Company following the date of grant, IF
AND ONLY IF (i) as of the end of each such fiscal year the Company achieves
certain financial performance targets (or such other performance target) which
will be specified in each Option Agreement (the "PERFORMANCE TARGET") and (ii)
the holder of such Option has been continuously employed by the Company from the
date on which such Option was granted through the date on which such financial
statements are issued. If the Company has not achieved its Performance Target
with respect to any of the years described above, then no portion of the Option
shall vest and become exercisable for any such year; PROVIDED, HOWEVER, that if
the Company achieves its Performance Target as of the end of a subsequent fiscal
year (up to and including the fifth fiscal year end of the Company following the
date of the grant), then the Option shall vest and become exercisable with
respect to all of the Option Shares that are subject to such Option (rounded to
the nearest whole share) for each such prior year or years upon the issuance of
the Company's audited financial statements for such subsequent fiscal year, so
long as the holder thereof has been continuously employed by the Company from
the date on which such Option was granted through the end of such subsequent
fiscal year. In addition, Options (i) shall be subject to milestone vesting in
accordance with the provisions of Section 5(b) and (ii) shall vest on an
accelerated basis as the Committee may determine and specify in any Option
Agreement.

                  (b) SALE OF THE COMPANY. In the event of a Sale of the
Company, all unvested Options shall become immediately vested. All Options shall
terminate if not exercised as of the date of the Sale of the Company or any
other designated date (the "DESIGNATED DATE") or all such Options shall
thereafter represent only the right to receive the excess of the consideration
per share of Common Stock offered in such Sale of the Company over the exercise
price of such Options. The Company shall give all Participants notice of an
impending Sale of the Company at least 15 days prior to the date of such Sale of
the Company or the Designated Date, whichever is earlier.

         5.7      EXPIRATION OF OPTIONS.

                  (a) NORMAL EXPIRATION. In no event shall any part of any
Option be exercisable after the stated date of expiration thereof.


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                  (b) EARLY EXPIRATION UPON TERMINATION OF EMPLOYMENT. Any part
of any Option that was not vested on a Participant's Termination Date shall
expire and be forfeited on such date, and any part of any Option that was vested
on the Termination Date shall also expire and be forfeited to the extent not
theretofore exercised on the thirtieth (30th) day (one year if termination is
caused by the Participant's death or disability) following the Termination Date,
but in no event after the stated date of expiration thereof.

         5.8 STOCKHOLDERS AGREEMENT. It shall be a condition of the exercise of
any Option that the Participant exercising the Option shall become a party to
the Stockholders Agreement, dated as of November 30, 1999, by and among the
Company and certain of its stockholders (the "STOCKHOLDERS AGREEMENT"), and the
Option Shares shall be deemed Stockholder Shares for all purposes of the
Stockholders Agreement; PROVIDED, that if the Stockholders Agreement has
terminated by its terms, the provisions of this Section 5.8 shall no longer
apply.


                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1 WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied
in a written agreement (the "OPTION AGREEMENT") which shall be signed by the
Participant to whom the Option is granted and shall be subject to the terms and
conditions set forth herein. For the avoidance of doubt, in the event there is a
conflict between the terms and conditions in any Option Agreement and the terms
and conditions in this Plan, the terms and conditions set forth in this Plan
shall control.

         6.2 LISTING, REGISTRATION AND LEGAL COMPLIANCE. If at any time the
Committee determines, in its discretion, that the listing, registration or
qualification of the shares subject to Options upon any securities exchange or
under any state or federal securities or other law or regulation, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition to or in connection with the granting of Options or the purchase or
issuance of shares thereunder, no Options may be granted or exercised, in whole
or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee. The holders of such Options will supply the Company
with such certificates, representations and information as the Company shall
request and shall otherwise cooperate with the Company in obtaining such
listing, registration, qualification, consent or approval, which listing,
registration, qualification, consent or approval the Company hereby undertakes
to use commercially reasonable efforts to obtain. In the case of officers and
other persons subject to Section 16(b) of the Securities Exchange Act of 1934,
as amended, the Committee may at any time impose any limitations upon the
exercise of Options that, in the Committee's discretion, are necessary or
desirable in order to comply with such Section 16(b) and the rules and


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regulations thereunder. If the Company, as part of an offering of securities or
otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Options may be exercised, the
Committee may, in its discretion and without the Participant's consent, so
reduce such period on not less than 15 days' written notice to the holders
thereof.

         6.3 OPTIONS NOT TRANSFERRABLE. Options may not be transferred other
than by will or the laws of descent and distribution and, during the lifetime of
the Participant to whom they were granted, may be exercised only by such
Participant (or, if such Participant is incapacitated, by such Participant's
legal guardian or legal representative). In the event of the death of a
Participant, Options which are not vested on the date of death shall terminate;
exercise of Options granted hereunder to such Participant, which are vested as
of the date of death, may be made only by the executor or administrator of such
Participant's estate or the person or persons to whom such Participant's rights
under the Options will pass by will or the laws of descent and distribution.

         6.4 ADJUSTMENTS. In the event of a reorganization, recapitalization,
stock dividend or stock split, or combination or other change in the shares of
Common Stock, the Board or the Committee may, in order to prevent the dilution
or enlargement of rights under the Plan or outstanding Options, adjust (i) the
number and type of shares as to which options may be granted under the Plan,
(ii) the number and type of shares covered by outstanding Options, (iii) the
exercise prices specified therein and (iv) other provisions of this Plan which
specify a number of shares, all as such Board or Committee determines to be
appropriate and equitable.

         6.5 RIGHTS OF PARTICIPANTS. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time (with or without cause), or confer upon any
Participant any right to continue in the employ of the Company or any Subsidiary
for any period of time or to continue to receive such Participant's current (or
other) rate of compensation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.

         6.6 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board or the
Committee may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; PROVIDED, that no such amendment shall be made
without stockholder approval to the extent such approval is required by law,
agreement or the rules of any exchange upon which the Common Stock is listed,
and no such amendment, suspension or termination shall impair the rights of
Participants under outstanding Options without the consent of the Participants
affected thereby, except as provided in Section 6.7. No Options shall be granted
hereunder after the tenth anniversary of the earlier of the adoption of the Plan
or its approval by the Company's shareholders.

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         6.7 AMENDMENT OF OUTSTANDING OPTIONS. The Committee may amend or modify
any Option in any manner to the extent that the Committee would have had the
authority under the Plan initially to grant such Option; PROVIDED, that except
as expressly contemplated elsewhere herein or in any agreement evidencing such
Option, no such amendment or modification shall impair the rights of any
Participant under any outstanding Option without the consent of such
Participant.

         6.8 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against (i) all
costs and expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted under the Plan, and (ii) all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding; PROVIDED, that any such Committee member shall
be entitled to the indemnification rights set forth in this Section 6.8 only if
such member (1) acted in good faith and in a manner that such member reasonably
believed to be in, and not opposed to, the best interests of the Company, and
(2) with respect to any criminal action or proceeding, (A) had no reasonable
cause to believe that such conduct was unlawful, and (B) upon the institution of
any such action, suit or proceeding a Committee member shall give the Company
written notice thereof and an opportunity to handle and defend the same before
such Committee member undertakes to handle and defend it on his own behalf.

         6.9 RESTRICTED SECURITIES. All Common Stock issued pursuant to the
terms of this Plan shall constitute "restricted securities," as that term is
defined in Rule 144 promulgated by the Securities and Exchange Commission
pursuant to the Securities Act, and may not be transferred except in compliance
with the registration requirements of the Securities Act or an exemption
therefrom.


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