U. S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          FORM 10-KSB

                          (Mark One)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended January 31, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

         For the transition period from  ______________ to

         Commission file number:     Z-24196

                           MEDPLUS, INC.
          (Name of small business issuer in its charter)

            OHIO                                    48-1094982
(State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)              Identification No.)

8805 Governor's Hill Drive, Suite 100, Cincinnati OH      45249
   (Address of principal executive offices)            (Zip Code)

Issuer's telephone number                    513-583-0500

Securities registered under Section 12(b) of the Exchange Act:
                              None

Securities registered under Section 12(g) of the Exchange Act:
                  Common Stock, No Par Value
                         (Title of Class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes       X      No      ____

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

(Cover Page continued on Page 2)


The Company's revenues from continuing operations for its fiscal
year ended January 31, 2000 were $12,537,895.

The aggregate market value of the voting stock held by non-
affiliates of the Company as of April 20, 2000 was $17,701,892,
based on the average bid and ask price of such stock on that date
as reported on the Nasdaq National Market.

As of April 26, 2000, 6,215,232 shares of the Company's no par
value common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Company's Proxy Statement for the Annual Meeting
of Shareholders to be held on June 27, 2000 are incorporated by
reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):

Yes   ________             No          X

INTEGRATED REPORTS TO SECURITY HOLDERS

Pursuant to General Instruction F of Form 10-KSB and Regulation
240.14a(d) of the Securities Exchange Act of 1934, the Company's
Annual Report to Security Holders for its fiscal year ended
January 31, 2000 has been combined with the required information
of Form 10-KSB and is being filed with the U.S. Securities and
Exchange Commission and submitted to the registrant's shareholders
on an integrated basis.

A list of the exhibits to this Form 10-KSB is included in Part III
hereof under the caption "Exhibits and Reports on Form 8-K."
MedPlus, Inc. will provide a copy of any such exhibit to any of
its shareholders upon written request and payment of a copying
charge of $.10 per page.  Requests for copies should be directed
to:  Investor Relations, MedPlus, Inc., 8805 Governor's Hill
Drive, Suite, 100, Cincinnati, Ohio 45249.



PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

NOTE REGARDING FORWARD LOOKING STATEMENTS: This Report contains
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements involve
risks and uncertainties, including, among other things, statements
regarding the Company's anticipated business strategies and
partnerships, plans for funding of operations, financial costs and
expenses and HIPAA compliance issues.  Actual Company results may
differ significantly from those described herein.  Factors within
and without the Company's control that might affect such results
include, but are not limited to, those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Forward Looking Statements."   Statements made in this
document are made only as of the date hereof and shareholders and
others are strongly advised to review updated information
regarding the status of the Company's business contained in the
Company's press releases and periodic reports, such as Reports on
Forms 10-QSB and 8-K, filed from time to time with the SEC.

General

MedPlus[R], Inc. (the "Company") is a provider of web-based
information technology and workflow solutions that enable health
care providers and others the ability to access and manage
information efficiently and cost effectively. The Company
classifies its business in two operating segments: (1) Health Care
Solutions and (2) Workflow and Content Management.

Health Care Solutions: The Company's health care related products
consist of web-based and stand-alone enterprise-wide electronic
private health record systems, optical document archival and
retrieval systems and process improvement and automation services,
primarily in the area of patient care and laboratory services. The
Company's products and services provide its customers with timely
access to the most valuable asset in health care: vital patient
clinical and demographic information, available at the critical
instant a diagnostic or treatment decision is made.  The Company's
products and consulting services are designed to allow health care
providers to achieve quality and productivity enhancements quickly
and easily while containing costs.

Workflow and Content Management: The Company's Universal Document
Management Systems, Inc. subsidiary (Universal Document) develops
and sells Step2000[R], a workflow content management and
application development software product that coordinates the
utilization of information on an enterprise-wide basis.  Universal
Document serves customers in a variety of industries through value
added resellers and OEMs.

In March 2000, the Company completed the sale of its majority
interest in DiaLogos Incorporated, its education subsidiary, for
$300,000, a two-year $450,000 note and a warrant to purchase 10%
of the outstanding shares of the entity.

In January 1998, the Company completed the sale of all the assets
of its IntelliCode division to Becton, Dickinson and Company for
approximately $17.3 million plus royalty payments over five years.

The Company was incorporated in 1991.  The Company's principal
executive offices are located at 8805 Governor's Hill Drive, Suite
100, Cincinnati, Ohio, 45249 and its Web site address is
www.medplus.com.  The Company's telephone number is (513) 583-
0500.
Industry Background

Over 90% of the Company's fiscal 2000 revenues were related to the
health care industry.  The Company's remaining revenues were
derived from manufacturing, engineering, pharmaceutical and
technology markets.  Fortune 500 companies represented the
predominance of customers in these other markets and the Company
did not rely on any one customer or market for these remaining
revenues.

The health care industry continues to be subject to the pressures
of various regulatory, operational, technological and economic
factors creating the need for better information systems and
processes. Over the past few years, many institutions within the
industry were focused on ensuring that their existing systems were
Year 2000 compliant and, as a result, did not focus on creating a
stronger technological infrastructure.  Because Year 2000
compliance has by now been addressed by most institutions and is
no longer the primary focus of their information technology
resources, the Company believes that many health care institutions
will begin investing in technology and systems to address their
information and efficiency needs.

Regulatory.  A major issue facing health care institutions is
compliance with the proposed Health Insurance Portability and
Accountability Act of 1996 (HIPAA).  These rules dictate security
standards that must be adopted by all health care organizations
that capture and transmit specific types of data.  As a result of
HIPAA, a significant number of health care providers across the
United States must adopt a new approach to guaranteeing the
confidentiality and privacy of the patient record.  As a result,
the proposed HIPAA regulations will have a very significant impact
on capital spending in health care over the next few years.

In addition, various regulations from the Department of Justice
and the Federal Trade Commission dictate how physician groups can
negotiate with managed care companies and will require the
integration of clinical data at physician practices. The health
care industry is also regulated by the Joint Commission for
Accreditation of Healthcare Organizations (JCAHO), which is
responsible for accrediting all hospitals.  JCAHO has imposed
specific information management requirements for accreditation.
Most of these requirements mandate performance levels difficult to
achieve without integration of disparate systems.  The Company's
products and services are specifically designed to help providers
comply with these requirements.

Operational.  Hospitals and other health care organizations
comprise numerous departments, such as accounting, laboratory,
radiology, pharmacy, medical records, business office and
clinical.  The information management requirements of these
departments are very distinct.  To the extent that computerized
systems have been purchased, most hospitals have historically
acquired a collection of separate, stand-alone information systems
for their various departments.  Moreover, even within a particular
systems category, such as the laboratory, there are no system
standards.  Numerous vendors sell proprietary systems that often
are not directly compatible with either competitive systems or the
systems of other departments.

Physicians lack timely access to critical clinical data at the
point of care when diagnosis and treatment decisions are made.
This issue can create unnecessary testing, misdiagnoses, improper
treatments, increased length of stay at acute care facilities,
administration of ineffective medications and adverse drug
reactions.

Technological. One of the most critical issues facing health care
today is the existence of multiple vendor legacy systems that are
not integrated within a hospital, much less within an integrated
delivery network. In addition to significant HIPAA compliance
challenges presented by this lack of integration, accessing
clinical and demographic information on a patient-centric versus
organization-centric basis is almost impossible.   Hospitals need
to be able to integrate patient-centric data with their current
legacy systems - regardless of their legacy system vendors - so
they can benefit from an "open system" and capture data in a
format that can be easily accessed by physicians and
administrators.

In the past year, the introduction of application service
providers (ASP) in health care has created the opportunity for
remote Internet access to third party software. This "ASP model"
of information management will lower the cost of information
technology and provide access to applications previously
unaffordable. The availability of portals will provide
connectivity among payors, physicians, providers and consumers and
offer entities the opportunity to increase market share and
provide customer satisfaction through effective branding and
product/service differentiation via the Internet.

Economic.  Rising health care costs in the United States have
caused significant changes in the health care industry.  Managed
care organizations such as health maintenance organizations,
preferred providers and independent physician associations, as
well as other payers, have developed alternative payment models to
control costs, including procedure-based cost limitations,
contractually approved providers and capitation (a fixed monthly
fee for members as payment for all required services).  The result
has been a continuing shift of financial risk from the payers to
both the physician/provider and the institutional provider
(hospitals, clinics, long-term care facilities, acute providers
and rehabilitative care centers).  In response, health care
organizations are aligning themselves with one another in order to
form integrated delivery systems in an effort to lower costs and
compete more effectively in the changing health care environment.

The economic viability of many providers will depend upon their
ability to continue to provide quality health care services while
dramatically cutting costs and increasing productivity.  The
delivery of health care services is both labor and information
intensive because the functions of tracking, organizing,
retrieving, evaluating and generally managing the high volume of
health care data that providers generate are essential to any
provider.  Compared to other industries, however, the health care
industry has been slow to automate its information management
needs.

Products and Services

Health Care Solutions

The products and services in the Company's Health Care Solutions
segment consist of (1) the E-Maxx[TM] Enterprise-Wide Private
Health Record System, a web-enabled operational data store; (2)
the ChartMaxx[TM] Enterprise-Wide Private Health Record System, a
computerized enterprise-wide electronic private health record
system; (3) the OptiMaxx[R] Archival System, an automated data
storage and retrieval system; and (4) FutureCORE[R], Inc., a
consulting services division.  The Company designed its products
with open architecture and modular functionality, allowing them to
be compatible with most existing systems to which they will
interface without requiring any support or cooperation from the
systems vendors.  By designing products to be entirely independent
of, but compatible with, other system vendors, potential customer
acceptance of the Company's products is not limited in any way by
a customer's existing information system configurations.  As a
result, the Company's ability to market its products generally is
not subject to the cooperation of third party systems vendors.

E-Maxx Enterprise-Wide Private Health Record System
E-Maxx is the web-enabled version of the Company's ChartMaxx
system.  E-Maxx allows clinicians with Internet access to perform
chart functions, such as chart completion, and have access to
historical charts from any location using a Netscape Navigator or
Internet Explorer Web browser. E-Maxx allows participating
physicians to gain real time Web access to critical patient
information located at hospitals, clinics or their offices.  It
also provides the highest levels of security currently offered in
the marketplace and allows for the secure exchange of information
among parties.

In December 1999, the Company and Quest Diagnostics Incorporated
executed a five year license agreement, using a transaction-based
pricing model, allowing Quest Diagnostics to use the E-Maxx system
to transmit and receive laboratory data.  Quest Diagnostics is the
nation's leading provider of diagnostic testing, information and
services to over 180,000 physician customers.  In January 2000,
the Company executed a $2.5 million licensing agreement with
Cybear, Inc., a leading E-Health care connectivity, applications
and portal provider, to provide user access to the E-Maxx system
over the Internet.

ChartMaxx Enterprise-Wide Private Health Record System
The ChartMaxx system is an enterprise-wide electronic private
health system that combines multiple technical and functional
approaches to computer-based patient record development. The
Company has installed, or is currently installing, the ChartMaxx
system at over 20 customer sites nationwide.

Specifically, ChartMaxx is an integrated software and hardware
platform which:

-  creates complete, digital medical records that meet
administrative and legal requirements;
-  manages multimedia digital data (structured and unstructured)
in both report-oriented and discreet data element formats;
-  manages scanned documents (imaging);
-  manages workflow and the work processes associated with health
information management;
-  builds a data repository based on an SQL (an industry standard)
database and mass storage;
-  forms a system that has both enterprise-wide and remote
connections;
-  provides application software to further automate the medical
records and patient accounts departments;
-  may be used by providers of care and other health care staff
members; and
-  facilitates communication of clinical information within the
health care organization and to external sources.

OptiMaxx Archival System
The Company offers an optical disk storage and retrieval system
under the name "OptiMaxx" specially customized for hospitals,
medical practices and other health care providers.  It consists of
hardware (optical drives, disk "jukeboxes" and personal computers)
and software, purchased from third party vendors, which are
combined with the Company's proprietary software in a manner that
provides specific benefits to health care industry users.  The
OptiMaxx system permits the automatic storage of information to an
optical disk.  Previously, this information would have been
printed out and stored as paper or on microfilm/microfiche.
OptiMaxx can also scan and manage existing paper documents.
OptiMaxx has been installed and is operational at over 120
customer sites to date.

Specifically, OptiMaxx provides in a single system:

-  information collected from a variety of information systems
without the need for a complex interface or programming expertise;
-  scanned documents or images;
-  instant access to information for ad hoc query and analysis;
-  a simple, common user interface for searching and retrieving
information regardless of origin; and
-  ability to fax, print or e-mail search results.
A key feature of OptiMaxx is its ability to capture data directly
from existing computer information systems without special
software, other interfaces or any data manipulation.  Most optical
storage systems must have the "host" information system computer
configure files in a specific manner or convert the electronic
format of the outgoing data into a particular format, often
proprietary, which the optical system can then recognize and use
when the data is received.  OptiMaxx, which was designed to act as
a system peripheral (such as a printer), can work with most host
systems without the need for data configuration by the host
system.  Every host system must have the capacity to output data
to a printer, and OptiMaxx can accept any such output "as is"
without any special treatment by the host system.  Moreover,
OptiMaxx itself does not convert or change the incoming data.
OptiMaxx stores the data and can retrieve it in its native format,
without conversion.

During fiscal 1999, the Company entered into an agreement to
license a customized version of OptiMaxx to be used in certain
Quest Diagnostics laboratory facilities. This agreement is unique
because it combines the functionality of the OptiMaxx system with
the workflow documentation system created by Universal Document.

FutureCORE
FutureCORE provides the Company's customers with access to
consultants who can analyze customers' information systems and
provide process improvement methodologies in laboratories,
physician offices, hospitals, major health care instrumentation
firms and integrated delivery networks.  Thus, the Company has the
unique advantage of being able to assist health care providers re-
engineer their existing processes while implementing the Company's
product line so as to maximize a customer's return on its
investment (ROI) in technology.  Specifically, FutureCORE's
"Check-Up" service includes an on-site operational analysis to
assist clients in implementing process improvements and an ROI
analysis that documents available cost savings by implementing
FutureCORE's recommended process improvements and ChartMaxx and
OptiMaxx products and services.

Workflow and Content Management

Universal Document offers workflow and content management products
(including "Step2000[R] ") and consulting services related to
those products.  Step2000 is the only development solution that
provides totally integrated workflow, content management and
application development power with a "one click" Web deployment
capability that facilitates electronic business to business
applications.  It enables developers to create and deploy
workflow-enabled application solutions easily and quickly
throughout the enterprise.  Universal Document boasts a solid base
of Fortune 500 clients including Mercedes-Benz, Marathon Oil,
Boeing North American, Inc. (formerly Rockwell International Space
Systems Division), PPG Industries, Sears and many others.

Customer Support

The Company focuses on providing its customers with the highest
level of customer support, which is necessary to attract and
retain its valued customer base.  The Company prides itself on a
highly qualified support staff, each of whom has the level of
technical expertise required to handle a diverse range of support-
related challenges.   Customers with questions regarding the
Company's products and services may contact our call desk 24 hours
a day, 7 days a week, to receive a prompt response to their
support needs.

Strategy

The Company's strategies vary by segment, based upon each
segment's goals and initiatives:

Health Care Solutions: The Company has focused much of its
strategy on becoming a leading provider of E-Health, business to
business services within the next 2-3 years.  As a result of its
recently announced five-year contract with Quest Diagnostics,
participating physicians will be able to enter laboratory orders
and receive results via the Web.  In addition, physicians will
have the opportunity to access medical records from their homes or
offices, including clinical results and patient information
received from hospitals and clinics.

Management of the Company believes it is uniquely well positioned
to succeed in this sector of the health care industry because:

1. With its current product offering and business partnerships,
the Company can rapidly deploy this solution to physician offices,
hospitals, laboratories and clinics. The E-Maxx solution has the
ability to reduce sales cycles, expedite the completion of
interfaces to disparate systems and provide significant cost
savings to hospitals and laboratories for the distribution of
clinical information to physicians.

2. Many health care organizations can save millions of dollars by
implementing the ChartMaxx product. The ChartMaxx system provides
an extremely unique and cost effective approach to complying with
proposed HIPAA regulations. In addition, this solution can be used
to assist physicians comply with Federal statutes relating to
managed care contracts by providing the clinical integration
required by these agencies.

3. The patient-centric, data repository capabilities of E-Maxx and
ChartMaxx provide the foundation for capturing essential clinical
data on an enterprise-wide basis. Aggregating this information on
a patient-centric versus organization centric basis with a
longitudinal view of this data solves critical issues for
physicians, providers, payors, pharmaceutical companies and
patients (consumers).

4. The Company's ASP business model also provides an Internet
branding capability for health care organizations to use in their
E-commerce strategies. Creating virtual private networks using the
ChartMaxx product as the repository of enterprise-wide clinical
information provides exceptional opportunities for organizational
branding and market differentiation.

5. The ability to integrate clinical information from disparate
systems is a significant advantage the Company enjoys over its
competitors, as are the quality of its imaging systems and its
ability to assist providers with HIPAA compliance issues.

With the evolution of technology, specifically the Internet and
ISP/ASP models, information technology solutions in health care
will change dramatically. Health care organizations will have a
variety of options to choose from in selecting solutions, and the
monolithic vendors attempting to provide all applications will be
severely challenged by "best of breed" solutions. Accordingly, the
Company believes that its ability to provide physicians and
administrators with access to critical clinical data on a patient-
centric and HIPAA compliant basis is a solution that will provide
strategic and financial benefits to prospective customers.


In addition to its E-Health focus, the Company plans to continue
to develop information management systems that address specific
market needs, are affordable and can be easily integrated with the
major systems currently in place. The Company intends to continue
to explore new market opportunities through product development,
strategic partnering, acquisitions, the creation of new companies
or divisions and the use of partnership/distributor relationships
that will provide increased market penetration in international
markets to which the Company has had limited exposure in the past.

The Company also plans to work with current and future strategic
partners to promote the implementation of the ChartMaxx system in
reference laboratories, hospitals, physician offices and clinics.
Current strategic partners include Quest Diagnostics, Quorum
Health Resources, Inc., Cybear, Inc., Sunquest Information
Systems, Inc., Medical Systems Management, Inc., Software
Technology Corporation and Lason, Inc.

Workflow and Content Management: This segment, through Universal
Document, licenses a workflow development product that facilitates
the coordination of information for its customers in various
markets.  The goals of Universal Document are to continue to
maintain a superior, versatile product and to obtain the market
penetration necessary for continual growth.  The Company has
integrated, and will continue to integrate, Step2000 into the
Company's Health Care Solutions products to create a comprehensive
product package for its customers.  Although the Company believes
Step2000 is a superior product in the marketplace, the workflow
market is very competitive.  Universal Document's biggest
challenge is to ensure that it has a proper distribution channel
to market its products.  A key initiative for fiscal 2000 and
beyond is partnering Universal Document with resellers of its
product to provide a cost-effective means of product distribution
to a broader market.  In fiscal 2000, the Company announced the
execution of an OEM agreement with an international provider of
mid-range, enterprise resource planning (ERP) business solutions
to privately brand and sell Step2000.

Sales and Marketing

The Company markets its products and services through selected
strategic resellers and reference selling arrangements and a
direct sales force.  The Company's sales philosophy is to provide
consultative selling services to end users conducted by both
direct and indirect sales forces knowledgeable about information
management technologies.

Due to the ability of the Company's products to interface with
major information system vendors, the Company is able to market
its products directly to end users, and is not required to enter
into costly technical support, joint selling or other
collaborative selling arrangements with vendors of information
systems merely to obtain access to the market.  However, the
Company has found it to be advantageous to enter into reseller and
reference seller agreements for strategic reasons, including
increased acceptance by customers due to the association with
familiar vendors and exposure to the existing customer bases of
the resellers and reference sellers.  Presently, the Company has
strategic reseller, reference selling and preferred vendor
arrangements with suppliers including Quorum, Sunquest Information
Systems, Inc., Magnet, Inc., AmeriNet, Inc., Medical Systems
Management, Inc., Lason, Inc. and Summit Document Management Ltd.

Competition

The market for information technology products and services is
intensely competitive.  The Company believes that the principal
competitive factors in this market include the breadth and quality
of system and product offerings, product pricing, the reputation
and stability of the information systems provider, the features
and capabilities of the information systems, management of the
system implementation cycle, ongoing support for such systems, the
potential for enhancements thereto and technical and financial
resources.  Certain of the Company's competitors have
significantly greater resources than the Company.  In addition,
the Company's products compete with other technologies as well as
similar products developed by other companies, and other major
information management companies may enter the markets in which
the Company competes.  Competitive pressures and other factors,
such as new product introductions by the Company or its
competitors, or the entry into new geographic markets, may result
in significant pricing pressures that could have a material
adverse effect on the Company's business.  There can be no
assurance that the Company will be able to continue to compete
successfully with its existing or any future competitors.

Product Manufacturing and Sources

The Company does not possess internal manufacturing capacity and
instead relies upon third-party manufacturers to fulfill its
hardware requirements.  This reliance on outside suppliers
involves several risks, including limited control over pricing,
availability, quality and delivery schedules.  Hardware
incorporated into the Company's products, such as optical disk
drives and computers, is non-proprietary  and potentially
available from multiple sources, although the Company currently
limits its purchases to certain vendors based on delivery, service
and cost factors.  To the extent the Company relies on single
sources of components, it is vulnerable to potential disruptions
in supply should such a manufacturer become insolvent or otherwise
experience production problems.  The Company believes, however,
that any such disruption would be temporary since there are
numerous alternative sources of supply available.

The Company relies to a large extent on licensed third-party
software that is integrated into its products through the use of
proprietary software.  The Company's internal software development
capacity is limited, and the Company therefore concentrates its
efforts on developing and enhancing proprietary software that
enables various third-party software products to work together.
The Company must rely on the third-party suppliers for
enhancements and ongoing support for the acquired products.  The
failure of one or more of such vendors to provide services for any
reason could, at least temporarily, adversely affect the Company's
business.

Customers

The Company's contracts for certain systems and related services
it sells may approach or exceed $1,000,000 per individual
customer.  As a result, the Company may have certain customers in
any one year which represent a significant portion of the
Company's total revenues for that year.  For the year ended
January 31, 2000, the Company's consolidated revenues included two
customers who accounted for a total of 31% of consolidated
revenues.  For the years ended January 31, 1999 and 1998, a single
customer accounted for 36% and 12% of the Company's total
revenues, respectively.

Product Development and Engineering

The Company's product development strategy focuses on addressing
specific information management solutions and expanding its
existing product lines by adapting them to additional but related
applications.  Historically, the Company has relied upon both
internal development and acquisitions for its product development
efforts.  The Company believes that it can often respond more
quickly to market requirements by acquiring complementary products
or technology, and intends to continue to evaluate opportunities
to acquire new technologies in the future.

The Company's total product development expenditures were $2.6
million and $2.3 million for the years ended January 31, 2000 and
1999, respectively.  The Company believes that continued
investment in research and development for both internally
developed and acquired products is critical to its long-term
growth and success and its ability to remain competitive.  The
Company intends to continue to make investments in product
development and engineering and to recruit and hire experienced
development personnel.  However, there is no guarantee that the
Company will be successful in developing and deploying new
applications and services that respond to competitive and
technological developments and changing customer needs.

Government Regulations

The Company's business is subject to a significant degree of
government regulation including, but not limited to:

Internet:  Laws and regulations may be adopted with respect to the
Internet or other online services covering issues such as user
privacy, patient confidentiality, pricing and content.  The
Company cannot predict whether any laws or regulations will be
adopted, or the effect thereof, if any, on the Company.

Food and Drug Administration: The United States Food and Drug
Administration (the "FDA") has issued a guidance document
addressing the regulation of certain computer products as medical
devices under the Federal Food, Drug, and Cosmetic Act (the "FDC
Act").  To the extent that a particular computer software product
is considered a "medical device" under the FDC Act, the
manufacturer of such a product is required (depending on the
product) to: (i) register and list such product with the FDA; (ii)
notify the FDA of and demonstrate substantial equivalence to other
products on the market before marketing such a product; or (iii)
obtain FDA approval by filing a pre-market application that
establishes the safety and effectiveness of the product.  The
Company expects that the FDA is likely to become increasingly
active in regulating computer software that is intended for use in
health care settings.  None of the Company's products currently is
regulated by the FDA.  The FDA indicated its intention to consider
more extensive regulation of additional types of computer
software, which could include existing or future products offered
by the Company, and has solicited industry input as to the
regulation of computer products as medical devices.  The FDA has
reached no decision to date on this issue.  The FDA, if it chooses
to regulate such software, can impose extensive requirements
governing pre- and post-market conditions relating to clinical
investigations, approvals and manufacturing.  In addition, such
products would be subject to the FDC Act's general controls,
including those relating to good manufacturing practices and
adverse experience reporting.

Federal and State Regulations of Heath Care Relationships: There
are numerous state and federal statutes and regulations governing
patient referrals, physician financial relationships, inducements
to beneficiaries of federal health care programs and the
transmission of claims that may affect the Company at some time in
the future. The Company believes that it has structured its
operations to be in compliance with these regulations; however,
these regulations are complex and changing and the government may
take positions that are inconsistent with the Company's practices.

Licenses and Proprietary Rights

To a significant degree, the Company's products consist of third
party hardware and software integrated with proprietary software
of the Company.  The Company does not hold any patents with
respect to any of its current products, nor does it expect to
apply for any patents in the foreseeable future.  The Company
attempts to protect its use of third-party hardware and software
with contractual exclusivity and nondisclosure provisions, but
because the Company does not own the rights to these third-party
products, there can be no assurance that competitors or others
will not attempt to integrate the same or similar products into
systems competitive with those sold by the Company.  To protect
its proprietary product components, the Company relies upon the
law of copyrights, trade secrets, nondisclosure agreements with
employees and others, and restrictions incorporated into
agreements with customers.  Notwithstanding these safeguards, it
could be possible for competitors to obtain and/or imitate the
Company's software and/or hardware.  Further, there can be no
assurance that others will not independently develop products
similar or superior to those of the Company.  The Company also
explores technology developed by other entities that may be
licensed or acquired in an effort to reduce the product
development cycle or to complement existing product lines.

MedPlus[R], FutureCORE[R] and OptiMaxx[R] are registered trademarks of
the Company.  E-Maxx[TM] and ChartMaxx[TM] trademarks of the Company
(the Company has entered into an agreement to use the name
"ChartMaxx" with the owner of the trademark). Step2000[R] is a
registered trademark, and Universal Document Management Systems[TM]
is a trademark, of Universal Document.

Employees

As of January 31, 2000, the Company had 89 full-time employees.
The Company's future success will depend, in part, on its ability
to continue to attract, retain and motivate highly qualified
technical, marketing and management personnel who are in great
demand.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company currently leases approximately 28,900 square feet of
high quality office space in Cincinnati, Ohio with a term
extending through May 2004.

ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, the Company is not a party to any material
legal proceeding and, to the Company's knowledge, there are no
material legal proceedings pending against the Company, as
described in SEC Reg. No. 228.103.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 2000.


PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

The Company's common stock is traded on the Nasdaq National Market
System ("NMS") under the symbol "MEDP."   There were approximately
3,000 record holders of the Company's common stock as of April 20,
2000.  The following table sets forth, for the periods indicated,
as reported by Nasdaq, the range of high and low sales price (not
closing bids) of the Company's common stock on the NMS.  All
prices are rounded to the nearest one-eighth, and bid prices
reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.

Fiscal Year/Quarter                         High         Low

Fiscal Year Ended January 31, 2000
First Quarter                            $ 3.375      $ 1.500
Second Quarter                             3.000         .750
Third Quarter                              3.563         .875
Fourth Quarter                             8.000        3.094

Fiscal Year Ended January 31, 1999
First Quarter                           $  8.875      $ 6.250
Second Quarter                             8.000        5.500
Third Quarter                              7.250        1.625
Fourth Quarter                             3.375        1.375

The Company has not paid any cash dividends on its common stock
since its inception.  No dividends on its common stock are
expected to be declared in the foreseeable future.

On June 25, 1999, the Company issued 2,371,815 shares of
convertible Preferred Shares.  The Preferred Shares pay dividends
at a rate of 4% per share for the first four years, increasing to
10% thereafter and accruing, if not paid, on a cumulative basis.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.

General

MedPlus is a provider of web-based information technology
solutions that enable health care providers to access and manage
information efficiently and cost effectively.  The Company's
solutions focus on various elements of process analysis and
redesign, document imaging and management and workflow systems
integration.

The Company's health care related products, included in its Health
Care Solutions segment, consist of the ChartMaxx Enterprise-wide
Private Health Record System ("ChartMaxx"), the E-Maxx Enterprise-
wide Private Health Record System, and the OptiMaxx Archival
System ("OptiMaxx").  ChartMaxx is an enterprise-wide electronic
private health record system that provides users with a web-
enabled, patient-centric data repository of clinical and
administrative information provided from sources such as
hospitals, reference laboratories, clinics and physician offices.
In addition, this system assists health care organizations in
complying with the proposed Health Insurance Portability and
Accountability Act of 1996 (HIPAA) regulations. E-Maxx is the web-
enabled version of the Company's ChartMaxx system. OptiMaxx is an
optical disk-based archival and retrieval system designed to meet
the needs of health care providers that require electronic storage
and quick retrieval of information.  The Company's FutureCORE
subsidiary ("FutureCORE") provides process improvement and
automation services, primarily in the areas of medical records and
patient accounts departments, hospital and reference laboratories
and physician offices.

The Company's Universal Document Management Systems, Inc.
subsidiary ("Universal Document"), included in its Workflow and
Content Management Segment, develops and sells Step2000, a
workflow content management and application development software
product that enhances the utilization of information on an
enterprise-wide basis, regardless of hardware platform or
operating environment.

Substantially all of the Company's operations are located in
Cincinnati, Ohio.

Revenue Recognition Cycle

The Company's revenues are derived from systems sales, including
software licenses and hardware, support contracts and
installation, implementation, training and education and
consulting services.  Systems sales consist of software licenses
for proprietary software, third party software and hardware, and
related installation services.  The gross profit percentage on
systems sales may vary among customers based upon the relative
proportion of proprietary software and third party software and
hardware included in a sale.  Revenues from support contracts
include software and hardware maintenance and support.  Consulting
service revenues are derived from implementation, integration,
training, custom software development and process improvement
services. Revenues from support contracts and consulting services
are expected to increase as the number of installed systems
increases.  The gross profit percentage on support contracts and
consulting services may fluctuate based upon the negotiated terms
of each contract and the Company's ability fully to utilize its
customer support, implementation and consulting personnel.

The decision by a health care provider to replace, substantially
modify or upgrade its information systems is a strategic decision
and often involves a large capital commitment requiring an
extended approval process.  The sales cycle for the Company's
ChartMaxx systems' sales is typically six to eighteen months from
initial contact to the execution of a sales agreement.  As a
result, the sales cycle causes variations in quarter to quarter
results.  These agreements cover the entire implementation of the
system and specify the implementation schedule, which typically
takes place in one or more phases.  The agreements generally
provide for the licensing of the Company's software and third
party software with a one-time perpetual license fee that is
adjusted depending on the number of concurrent users using the
software.  Third party hardware is usually sold outright, with
fees charged for installation and training.  Site specific
customization, interfaces with existing customer systems and other
consulting services are sold on a fixed fee or a time and material
basis.

Fluctuations in Results of Operations

The Company has historically experienced significant quarterly and
annual fluctuations in revenues and operating results which may
continue in the future.  The Company's revenues have fluctuated
due to the length of the sales cycle, the number and timing of
systems sales, and the timing of installation, implementation and
consulting services.  As a significant percentage of the Company's
operating expenses are fixed, quarterly operating results will
vary with the fluctuation in revenues.  As a result, period to
period comparisons of the Company's past operating results may not
be necessarily indicative of future operating results of the
Company.

History of Operating Losses

The Company has historically incurred operating losses from
continuing operations and as of January 31, 2000 had an
accumulated deficit of $16.3 million.  The Company's software
development efforts, the development of new products and the
expansion of its marketing, sales and customer support staff,
among other aspects of the Company's strategy, will require
significant expenditures over the next several years that may not
be offset by revenues. The Company's ability to achieve and
maintain significant revenues or profitability will be dependent
upon its ability to obtain and maintain demand from customers for
its current and future products.  As a result, there can be no
assurance that the Company will ever achieve significant revenues
or profitable operations.

Discontinued Operations

DiaLogos:  In December 1999, the Company's board of directors
authorized management to enter into negotiations to dispose of its
majority interest in DiaLogos Incorporated, its education
subsidiary.  Subsequent to year-end, the Company completed the
sale of its investment in the stock of DiaLogos to a private
investment group for cash consideration of $300,000, a two-year
$450,000 note and a warrant to purchase 10% of the outstanding
shares of DiaLogos common stock.

IntelliCode:  In January 1998, the Company completed the sale of
all the assets of its IntelliCode division to Becton Dickinson and
Company ("Becton Dickinson") for total proceeds of $17,334,588
plus royalty payments over five years. In connection with the
sale, Becton Dickinson also assumed certain liabilities of the
IntelliCode division, primarily deferred revenues and obligations
related to service contracts and an office lease.

Universal Document: In January 1998, the Company decided to sell
the net assets of the Universal Document segment and presented the
segment as a discontinued operation for the fiscal year ended
January 31, 1998.  During fiscal 1999, due to a change in the
Company's customer base that enhanced the compatibility of the
segment with the OptiMaxx product, the Company made the decision
to retain it and presented the results of operations and financial
position of the segment in continuing operations in for the fiscal
year ended January 31, 1999. Prior years' financial statements
were presented on a comparable basis.

Results of Operations

Years Ended January 31, 2000 and 1999

Revenues:  Revenues for the year ended January 31, 2000 were
$12,537,895, an increase of $2,578,957, or 26% over the $9,958,938
reported for fiscal 1999.  Systems sales increased $2,221,675, or
36%, from the year ended January 31, 1999 primarily as a result of
the recognition of a significant ChartMaxx license sold  in the
fourth quarter of fiscal 2000. Support and consulting revenues
increased $357,282, or 9%, from the year ended January 31, 1999 due
to increased support and consulting revenues from the Company's
ChartMaxx and OptiMaxx product lines as the number of installed
sites of these products continued to increase.

Gross Profit:  Gross profit for the year ended January 31, 2000 was
$5,237,676, or 42% of revenues, compared to $2,858,701, or 28% of
revenues, for the year ended January 31, 1999. The gross profit
percentage on systems sales increased from 45% for the year ended
January 31, 1999 to 52% for the year ended January 31, 2000 due to
a higher proportion of proprietary software relative to lower
margin third party hardware and software included in sales. The
gross profit percentage for support and consulting revenues
increased from 3% for the year ended January 31, 1999 to 21% for
the year ended January 31, 2000. The increase in this percentage
was primarily a result of an increase in support and consulting
revenues resulting from additional sites installed.  In addition,
the prior year's costs were higher due to an increase in customer
support, installation, and consulting personnel in advance of
related revenues and lower than expected utilization rates of those
personnel.  Future gross profit margins for support and consulting
services may continue to be depressed in the near term as a result
of the timing of systems sales, unforeseen delays in
implementation schedules, the number and timing of additions to
the implementation and consulting staff relative to when
associated costs become billable to customers or the need to use
independent consultants while the Company is further developing
its implementation and consulting staff.

Operating Expenses: Operating expenses for the year ended January
31, 2000 were $8,112,113 compared to $9,554,497 for the comparable
period of 1999, a decrease of 15%. This decrease relates primarily
to a drastic reduction in its sales and marketing expenses as the
Company has restructured these departments in an effort to
streamline costs while providing better market penetration. This
decrease was partially offset by an increase in product development
and other research and development activities for E-Maxx, ChartMaxx
and OptiMaxx.  As product development related activities are the
cornerstone to maintaining a competitive position in the market,
the Company has increased its investing in these types of
activities during fiscal 2000. General and administrative expenses
have remained stable as the Company has been focused on controlling
these types of costs.

Other Income (Expense): In comparing fiscal 2000 to fiscal 1999,
interest expense increased primarily as the result of the Company's
new $2 million subordinated debt financing agreement entered into
in April 1999 and increases in the average balance on the Company's
line of credit.  Other income relates primarily to interest income
that decreased due to lower average cash balances in fiscal 2000.
Fiscal 1999 had higher average cash and cash equivalents balances
due to cash received from the sale of the Company's IntelliCode
division to Becton, Dickinson and Company in January 1998. Expenses
related to the employment of Synergis management, acquisition, and
offering costs are not anticipated to recur in the future.

Income Tax Benefit: The Company's income tax benefit was $11,176 in
the year ended January 31, 2000, compared to $1,616,370 for fiscal
1999. The Company did not recognize for accounting purposes the
full tax benefit of its net operating losses for fiscal 2000 or
1999 as the realization of these benefits did not meet the
recognition criteria at the end of either period due to the
Company's history of operating losses.  However, the Company
recognized a portion of the benefit of its net operating loss for
income tax purposes for fiscal 1999 through the carryback of this
loss against taxable income in fiscal 1998 generated by the sale of
the IntelliCode division.  The Company's ability to recognize the
full benefit of its net operating loss in future periods will be
dependent upon the generation of future taxable income, limitations
imposed by the Internal Revenue Service, and other matters
potentially affecting the realizability of these carryforwards.

Discontinued Operations: Discontinued operations for the fiscal
2000 and 1999 years represents the effect of the disposal of
DiaLogos.  Fiscal 1999 also includes the reversal of a loss that
was accrued in fiscal 1998 relating to the Universal Document
segment that the Company decided to retain in August 1998.

Net Loss: The Company's net loss has significantly decreased
between the years largely as the result of increased revenues,
decreased operating and other expenses described above.  This
improvement was partially offset by the Company's inability to
recognize an income tax benefit, as described above.

Conversion Discount on Preferred Stock: During the second quarter
of fiscal 2000, the Company issued 2,371,815 shares of its
preferred stock to certain investors at a purchase price of $1.729
per share for gross proceeds of $4,100,000 (see Financing in
Liquidity and Capital Resources).   As a result of this issuance,
the Company recorded a conversion discount on the preferred stock
of $346,285.  This amount represents the effect of the differential
between the conversion price of $1.729 and the closing market price
of $1.88 on the date of commitment of the Preferred Shares.
Although the beneficial conversion feature has no impact on the
financial condition or cash flows of the Company, it does
negatively impact the Company's loss per common share-basic and
diluted.

Preferred Stock Dividend Requirements: The Company began recording
quarterly dividends on its preferred stock in the second quarter of
fiscal 2000. Although the Company is only required to pay dividends
at an annual rate of 4% for the first three years, the preferred
stock dividend requirement disclosed in the consolidated statement
of operations has been calculated using the Company's estimated
market rate of 8%.  A market rate of 8% was utilized as the
dividends are considered increasing rate dividends for accounting
purposes.  The incremental 4% has no impact on the financial
condition or cash flows of the Company, but negatively impacts the
Company's earnings (loss) per common share-basic and diluted.

Loss Attributable to Common Shareholders and Loss Per Common Share:
Net Loss has been adjusted for the dividend requirements related to
the preferred shares issued in the second quarter of fiscal 2000 to
derive the "Loss Attributable to Common Shareholders."  This amount
has been utilized in the calculation of net loss per common share.

Years Ended January 31, 1999 and 1998

Revenues:  Revenues for the year ended January 31, 1999 were
$9,958.938, a decrease of $242,214, or 2% over the $10,201,152
reported for the comparable period in 1998.  Systems sales
decreased $1,756,777, or 22%, from the year ended January 31, 1999
primarily as a result of a decrease in the number and relative size
of ChartMaxx and OptiMaxx systems sold during the year.  Support
and consulting revenues increased $1,514,563, or 66%, from the year
ended January 31, 1998 due to the Company's ChartMaxx and OptiMaxx
product lines as the number of installed sites of these products
continued to increase.

Gross Profit: Gross profit for the year ended January 31, 1999 was
$2,858,701, or 29% of revenues, compared to $2,974,961, or 29% of
revenues, for the year ended January 31, 1998. The gross profit
percentage on systems sales increased from 35% for the year ended
January 31, 1998 to 45% for the year ended January 31, 1999 due to
a higher proportion of proprietary software relative to lower
margin third party hardware and software included in sales. The
gross profit percentage for support and consulting revenues
decreased from 10% for the year ended January 31, 1998 to 3% for
the year ended January 31, 1999. The decrease in this percentage
was primarily a result of an increase in customer support,
installation, and consulting personnel in advance of related
revenues and lower than expected utilization rates of those
personnel.

Operating Expenses: Operating expenses for the year ended January
31, 1999 were $9,554,497 compared to $9,811,952 for the comparable
period of 1998, a decrease of 3%. This decrease relates primarily
to a controlling of costs related to the Company's sales and
marketing departments and its general and administrative expense.
These decreases were partially offset by increases in research and
development activities as the Company continues to focus on
enhancing its core products.

Other Income (Expense): Excluding Synergis related expenses, other
income (expenses) increased to $244,394 of income for the year
ended January 31, 1999 from expense of $231,922 for the year ended
January 31, 1998. The decrease in expense is primarily due to an
increase in interest income as a result of an increase in the
Company's average cash and cash equivalents balances from fiscal
1998 due to cash received from the sale of the Company's
IntelliCode division to Becton, Dickinson and Company in January
1998. Expenses related to the employment of Synergis management,
acquisition, and offering costs are discussed in the footnotes to
the financial statements.  These expenses are not expected to recur
in the future.

Income Tax Benefit: The Company's income tax benefit was $1,616,370
in the year ended January 31, 1999, compared to $3,475,777 for
fiscal 1998. The Company recognized a portion of the benefit of its
net operating loss for income tax purposes for fiscal 1999 through
the carryback of this loss against taxable income in fiscal 1998
generated by the sale of the IntelliCode division.  However, the
Company did not recognize for accounting purposes the full tax
benefit of its net operating losses for fiscal 1999 or 1998 as the
realization of these benefits did not meet the recognition criteria
at the end of either period due to the Company's history of
operating losses. The Company's ability to recognize the full
benefit of its net operating loss in future periods will be
dependent upon the generation of future taxable income, limitations
imposed by the Internal Revenue Service, and other matters
potentially affecting the realizability of these carryforwards.

Discontinued Operations: Discontinued operations for fiscal 1999
represent the operations of DiaLogos and the reversal of the
accrued loss related to the Universal Document segment which the
Company decided to retain in August 1998.  Discontinued operations
for the year ended January 31, 1998 represent the operations of
DiaLogos offset by a gain on the sale and the results of operations
of the Company's IntelliCode division, as well as the accrued
losses related to the Universal Document segment.

Liquidity and Capital Resources

The Company's business requires significant amounts of working
capital to finance new product research and development, its
strategic focus on the E-Health market, the expansion of its sales
and marketing organization, anticipated revenue growth, capital
expenditures and strategic investments. The Company's principal
uses of cash since inception have been for funding operations,
capital expenditures, research and development activities and
investments in and advances to companies that are deemed to have
strategic value to the Company. The Company has financed its
operations, working capital needs, and investments through the
sale of common stock, the issuance of preferred shares and
subordinated debt, bank borrowings, capital lease financing
agreements and the sale of the assets of its IntelliCode division.

Financing
The Company has a $2,000,000 revolving line of credit agreement
with a bank that had an outstanding balance of $1,112,509 as of
January 31, 2000 and that is due on May 15, 2000. The Company's
assets secure the line of credit.  Although the Company has
adequate cash and cash equivalents on hand to satisfy the
commitment, the Company will need to obtain alternative financing
in order to continue its growth strategy.  This financing may
include obtaining additional debt, an equity offering or other
capital infusion, or the sale of certain of the Company's assets.
Although management has been evaluating these opportunities, the
Company's ability to obtain this funding will be dependent upon a
number of factors including the volatility of the market and its
effect on the Company's stock price and the Company's ability to
obtain additional debt financing.  There is no guarantee that any
of the necessary alternative financing transactions will occur in
the near-term.

In the first quarter of fiscal 2000, the Company entered into an
Agreement (the "Agreement") with three investment firms to obtain
$6,100,000 in debt and equity financing.  The terms of the
Agreement provide for financing of $2,000,000 in subordinated
debentures (the "Notes") and $4,100,000 in Series A Convertible
Preferred Shares (the "Preferred Shares"). The proceeds of the
financing has been utilized to fund working capital requirements
and continue product development and market penetration of certain
of the Company's core products. On April 30, 1999, the Company
issued the Notes, due 2004, with an annual coupon rate, payable
quarterly, of 10% in the first year, 12% from May 1, 2000 through
October 31, 2000 and 14% thereafter. The principal portion of the
Notes is payable as follows: $666,666 in April 2002,  $666,667 in
April 2003 and $666,667 in April 2004; however, the Company may
redeem the Notes at any time during their term without penalty.
The Notes also contain certain restrictions including the
Company's ability to use cash proceeds received from non-operating
sources. The holders of the Notes also received warrants to
purchase 281,137 Preferred Shares at an exercise price of $1.66.
On June 25, 1999, the Company also issued to the investors
2,371,815 Preferred Shares, with a $ .01 stated par value, at a
purchase price of $1.729 per share for gross proceeds of
$4,100,000 (net proceeds of $3,773,047). The Preferred Shares are
convertible into the Company's common stock on a one-for-one
basis. The Company is required to pay a cumulative dividend
quarterly at a rate of 4% per share for the first three years,
increasing to 10% thereafter. The Preferred Shares (a) include
voting rights, (b) receive preferential treatment upon liquidation
of the Company and (c) convert into common shares upon certain
events.  In addition, upon meeting certain requirements specified
in the Agreement, the Company can elect at its option to convert
the Preferred Shares into common shares of the Company.  Also,
ten-year warrants for the purchase of 721,702 Preferred Shares
were issued to the Investors at a purchase price of $1.66.  These
warrants cannot be exercised unless the value of the Company's
stock price as traded on the NASDAQ over a twenty-day period
exceeds $7.17.

Common Stock Repurchase Program
The Company's Board of Directors authorized a common stock
repurchase program in November 1996.  Under the program the
Company may repurchase up to 500,000 shares of the Company's
common stock.  No shares were repurchased during fiscal 2000.  On
a cumulative basis, the Company has repurchased 200,000 shares.

Cash Flows from Operations and Liquidity
Cash flows provided by operating activities for continuing
operations for fiscal 2000 were $555,416, compared to a use of
cash of $7,730,136 for fiscal 1999.  This significant improvement
in operating cash flows were largely the result of the
significantly better operating performance of the Company and the
improvement of working capital for the Company including
accelerated collection of accounts receivable.  In addition, the
Company had income tax expense of $1,896,869 in fiscal 1999,
compared to the receipt of over $550,000 for a tax refund in
fiscal 2000.

Although operating cash flows have improved, management continues
to review the Company's current operations to identify areas to
reduce or maintain current levels of expenses until revenues
increase sufficiently to justify increased investments in certain
areas. Over the past two years, the Company has made significant
strides in curtailing expenses, primarily in the area of sales of
marketing, and continues to review its current structure to
properly manage expenses.  In addition to expense reductions,
increased revenues will also be needed to improve operating cash
flow.  The Company believes that it has historically experienced
lower-than-anticipated revenues because many of its potential
customers have been focusing on resolving internal Year 2000
issues rather than purchasing enterprise-wide solutions, such as
ChartMaxx or OptiMaxx.  As resolution of this matter occurs, the
Company anticipates sales of ChartMaxx and OptiMaxx will increase,
although there is no assurance that this trend will occur in the
near term. The Company is also focusing on its E-Health strategy,
which will require significant cash outlays in order to realize
its full potential.  There can be no assurance as to the extent or
timing of the Company's success in achieving these goals.

Other Risk Factors
The Company manufactures and sells software technology in the
health care industry.  As a result, there are certain risks
inherent with operating in these markets including the
competitiveness of the software technology industry, the Company's
dependence on market acceptance of existing and future products,
technological changes in the industry and the Company's reliance
on the health care industry.  The Company has also been
historically dependent on certain key customers.  Internally, the
Company must also focus on managing its growth, including
retaining and attracting key employees and obtaining the funding
necessary to finance its growth strategy. Although management of
the Company has been focused on achieving its business plan, there
is no guarantee that the Company will be able to achieve
profitability under these market conditions.

Year 2000 Compliance

The Company's business is dependent on the operation of numerous
systems that could have been impacted by Year 2000 related
problems.  Those systems include, among others, hardware and
software systems used by the Company to deliver services to the
Company's customers, including proprietary software systems and
hardware and software supplied by third parties, communications
networks, the internal systems of the Company's customers and
suppliers, and the hardware and software systems used internally.
During the transition into the Year 2000, the Company and its
customers did not experience any significant problems related to
Year 2000, and the Company does not expect any to arise in the
future.


Forward Looking Statements

The Company notes that many of the statements made herein are
forward-looking statements.  As such, in addition to the risk
factors addressed herein, factors may occur which could cause
actual events to differ materially from those anticipated in these
statements.

For example, although the Company hopes its relationship with
Quest Diagnostics Incorporated will assist it in becoming a
leading provider of E-health, business to business services within
the next 2-3 years, if Quest Diagnostics determines that its
physician customers are not accessing laboratory results via the
Internet and the ChartMaxx system as predicted, it may research
alternative means of transmitting such results to physicians.  In
addition, MedPlus' ability to provide E-Health services and
perform its obligations pursuant to its agreement with Quest
Diagnostics will depend on the abilities of certain subcontractors
to MedPlus, including but not limited to an Internet Service
Provider.

Furthermore, the Company's ability to assist its customers with
HIPAA compliance and other regulatory compliance matters will
depend in large part on the version of HIPAA regulations
eventually adopted and updates to those and other regulations from
time to time.   In addition, the Company's involvement in the
online health care industry will necessarily require its
partnership with third party vendors, the specific terms and
conditions of which will not be finalized until the requirements
of that industry are better understood.

ITEM 7.  FINANCIAL STATEMENTS

Information called for by this item is set forth in the Company's
Consolidated Financial Statements contained in this report.
Specific financial statements and supplemental data can be found
at the pages listed in the following index:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                  Page Number
Description                                    In This Report

Independent Auditors' Report of KPMG LLP                22

Consolidated Balance Sheets as of
January 31, 2000 and 1999                               23

Consolidated Statements of Operations for the
years ended January 31, 2000, 1999 and 1998             24

Consolidated Statements of Shareholders' Equity
for the years ended January 31, 2000, 1999 and 1998     25

Consolidated Statements of Cash Flows for
the years ended January 31, 2000, 1999 and 1998         26

Notes to Consolidated Financial Statements          27 to 44











Independent Auditors' Report





The Board of Directors
MedPlus, Inc.:
We have audited the accompanying consolidated balance sheets of
MedPlus, Inc. and subsidiaries as of January 31, 2000 and 1999,
and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the
three year period ended January 31, 2000. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of MedPlus, Inc. and subsidiaries as of January 31, 2000
and 1999, and the results of their operations and their cash flows
for each of the years in the three year period then ended January
31, 2000, in conformity with generally accepted accounting
principles.

/s/ KPMG, LLP

Cincinnati, Ohio
April 14, 200

<TABLE>
<CAPTION>
                                         MEDPLUS, INC. AND SUBSIDIARIES
                                          Consolidated Balance Sheets
                                           January 31, 2000 and 1999

                                                                        January 31,           January 31,
                                                                           2000                   1999
                                                                        ___________            __________
<S>                                                                    <C>                   <C>
ASSETS
Current assets:
   Cash and cash equivalents                                           $  3,471,031            1,024,485
   Accounts receivable, less allowance for doubtful
   accounts of $196,000 in 2000 and $155,000  in 1999                     2,790,780            5,014,022
   Other receivables                                                         20,101               21,671
   Costs in excess of billings                                              387,430               31,693
   Inventories                                                              415,650              442,312
   Prepaid expenses                                                         614,978              624,939
   Income tax refundable                                                      -                 550,000
                                                                        ___________            __________
                             Total current assets                         7,699,970            7,709,122

Capitalized software development costs, net                               2,833,763            2,559,823
Fixed assets, net                                                         1,184,826            1,323,980
Other assets                                                                238,682              280,925
Net assets from discontinued operations                                     204,198            1,238,408
                                                                        ___________            __________
                             Total assets                              $ 12,161,439           13,112,258
                                                                        ===========            ==========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current installments of obligations under capital lea               $     18,186               31,645
   Borrowings on line of credit                                           1,112,509              507,017
   Accounts payable                                                         929,340            1,582,409
   Accrued expenses                                                       1,549,888            1,988,228
   Deferred revenue                                                       2,120,506            1,158,128
                                                                        ___________            __________
                             Total current liabilities                    5,730,429            5,267,427

Long-term notes payable                                                   2,017,112                 -
Long-term borrowings on line of credit                                       -                2,250,000
Obligations under capital leases, excluding current installments             -                   15,989
                                                                        ___________            __________
                             Total liabilities                            7,747,541            7,533,416
                                                                        ___________            __________
Commitments and contingencies

Shareholders' equity:
   Preferred stock with liquidation preferences, $.01 par value,
     authorized 5,000,000 shares; issued 2,371,815 shares                   23,718                  -
   Common stock, no par value, authorized 15,000,000 shares; issued

     6,364,533 shares in 2000 and 6,225,371 shares in 1999                   -                     -
   Additional paid-in capital                                           21,653,390            17,639,105
   Treasury stock, at cost, 200,000 shares in 2000 and  1999              (863,497)             (863,497)
   Accumulated deficit                                                 (16,346,101)          (11,167,502)
   Unearned stock compensation                                             (53,612)              (29,264)
                                                                        ___________            __________
                             Total shareholders' equity                  4,413,898             5,578,842
                                                                        ___________            __________
                             Total liabilities and
                                 shareholders' equity                  $ 12,161,439           13,112,258
                                                                        ===========            ==========

See accompanying notes to consolidated financial statements
</TABLE>

<TABLE>
<CAPTION>
                                        MEDPLUS, INC. AND SUBSIDIARIES
                                   Consolidated Statements of Operations
                                Years Ended January 31, 2000, 1999 and 1998

                                                             Year Ended         Year Ended       Year Ended
                                                             January 31,        January 31,      January 31,
                                                                2000              1999              1998
                                                            _____________      _____________    ____________
<S>                                                         <C>                 <C>              <C>
Revenues:
  Systems sales                                             $  8,377,056         6,155,381        7,912,158
  Support and consulting revenues                              4,160,839         3,803,557        2,288,994
                                                            _____________      _____________    ____________
              Total revenues                                  12,537,895         9,958,938       10,201,152

Cost of revenues:
  Systems sales                                                4,014,751         3,411,387        5,171,635
  Support and consulting revenues                              3,285,468         3,688,850        2,054,556
                                                            _____________      _____________    ____________
              Total cost of revenues                           7,300,219         7,100,237        7,226,191
                                                            _____________      _____________    ____________
              Gross profit                                     5,237,676         2,858,701        2,974,961

Operating expenses:
  Sales and marketing                                          3,181,806         4,968,590        5,309,109
  Research and development                                     1,606,554         1,217,733          713,124
  General and administrative                                   3,323,753         3,368,174        3,789,719
                                                            _____________      _____________    ____________
              Total operating expenses                         8,112,113         9,554,497        9,811,952
                                                            _____________      _____________    ____________
              Operating loss                                  (2,874,437)       (6,695,796)      (6,836,991)
Other income (expense):
  Synergis management expenses, acquisition
    and offering costs                                          (179,663)       (2,070,731)      (3,707,945)
  Interest expense                                              (518,838)         (131,470)        (346,315)
  Other income (expense), net                                    140,866           375,864          114,393
                                                            _____________      _____________    ____________
              Total other income (expense), net                 (557,635)       (1,826,337)      (3,939,867)
                                                            _____________      _____________    ____________
              Loss before income tax benefit                  (3,432,072)       (8,522,133)     (10,776,858)

Income tax benefit                                               (11,176)       (1,616,370)      (3,475,777)
                                                            _____________      _____________    ____________
              Loss from continuing operations                 (3,420,896)       (6,905,763)      (7,301,081)

Income (loss) from discontinued operations                    (1,757,703)       (1,641,990)      10,406,170
                                                            _____________      _____________    ____________
              Net income (loss)                               (5,178,599)       (8,547,753)       3,105,089
  Conversion discount on preferred stock                        (346,285)             -              -
  Preferred stock dividend requirements                         (246,000)             -              -
                                                            _____________      _____________    ____________
              Income (loss) attributable to common
                 shareholders                               $ (5,770,884)       (8,547,753)       3,105,089
                                                            =============      =============    ============
Earnings (loss) per share - basic and diluted:
  Continuing operations                                     $      (0.66)            (1.13)           (1.23)
  Discontinued operations                                          (0.29)            (0.27)            1.76
                                                            _____________      _____________    ____________
              Net income (loss)                             $      (0.95)            (1.40)            0.52
                                                            =============      =============    ============
Weighted average number of shares of common stock              6,086,970         6,109,439
5,922,781
                                                            =============      =============    ============

See accompanying notes to consolidated financial statements.</TABLE>

<TABLE>
<CAPTION>                                          MEDPLUS, INC. AND SUBSIDIARIES
                                          Consolidated Statements of Shareholders' Equity
                                            Years Ended January 31, 2000, 1999 and 1998
                                                                                                                Accu-
                                                                                                               mulated
                                                                  Addi-                           Unearned     other          Total
                                 Common    Preferred              tional                Accu-       stock      compre-
share-
                                 stock-    stock-     Preferred   Paid-in    Treasury   mulated     compen-    hensive
    holders'
                                 shares    shares      stock      capital    stock      deficit     sation   income (loss)
 equity
                               _________   _________  _________ __________  _________  ___________
_________  ___________ __________

<S>                            <C>         <C>        <C>       <C>         <C>        <C>         <C>        <C>
 <C>
Balances at January 31, 1997   5,921,706     -        $  -      14,938,186     -       (5,471,341) (204,154)
  1,824     9,264,515
Comprehensive income:
   Unrealized gains on investment
      securities, net of tax         -       -           -           -         -            -          -       (1,824)       (1,824)

   Net income                        -       -           -           -         -        3,105,089      -         -        3,105,089
Total comprehensive income                                                                                                3,103,265
                                                                                                                          __________
Issuance of common stock,
    net of issuance costs        225,056     -           -       2,010,549     -            -          -         -
2,010,549
Purchase of treasury shares      (10,500)    -           -           -       (53,554)       -          -         -
(53,554)
Options exercised                 16,666     -           -         109,719     -            -          -         -          109,719
Tax benefit associated with
    exercise of options              -       -           -          93,500     -            -          -         -           93,500
Minority shareholders'
   interest in accumulated
   deficit of DiaLogos               -       -           -           -         -         (253,497)     -         -         (253,497)

Unearned compensation under
   employee stock
   award plan,
   net of amortization             7,784     -           -          63,610     -            -        (4,449)     -
59,161
Fair value of options
   issued to nonemployees            -       -           -         122,547     -            -        20,780      -
143,327
                               _________   _________  _________ __________  _________  ___________
_________  ___________ __________

Balances at January 31, 1998   6,160,712     -           -      17,338,111   (53,554)  (2,619,749)
(187,823)     -       14,476,985
Issuances of common stock         32,232     -           -         217,574     -            -          -         -
217,574
Purchase of treasury shares     (189,500)    -           -           -      (809,943)       -          -         -
(809,943)

Options exercised                  7,673     -           -          58,085     -            -          -         -           58,085
Net loss                             -       -           -           -         -       (8,547,753)     -         -       (8,547,753)
Stock compensation under
   employee stock award plan,
   net of amortization            14,254     -           -          25,335     -            -         2,832      -
28,167
Net amortization of
   options issued to nonemployees    -       -           -           -         -            -       155,727      -
155,727
                               _________   _________  _________ __________  _________  ___________
_________  ___________ __________

Balances at January 31, 1999   6,025,371     -           -      17,639,105  (863,497) (11,167,502)
(29,264)     -        5,578,842

Issuances of preferred stock,
   net of issuance costs             -    2,371,815    23,718    3,706,416     -            -          -         -
3,730,134
Issuances of warrants related
   to preferred stock and debt       -       -           -          42,913     -            -          -         -           42,913
Issuances of common stock         62,199     -           -          92,738     -            -          -         -
92,738
Options exercised                 22,833     -           -         120,968     -            -          -         -          120,968
Dividends on preferred stock      45,630     -           -         (43,000)    -            -          -         -
(43,000)
Net loss                             -       -           -           -         -       (5,178,599)     -         -       (5,178,599)
Stock compensation under
   employee stock award plan,
   net of amortization             8,500     -           -          45,390     -            -            80      -           45,470
Warrants issued to
   nonemployees, net of
   amortization                      -       -           -          48,860     -            -       (24,428)     -           24,432
                               _________   _________  _________ __________  _________  ___________
_________  ___________ __________

Balances at January 31, 2000   6,164,533  2,371,815   $23,718   21,653,390  (863,497) (16,346,101)
(53,612)     -        4,413,898
                               =========   =========  ========= ==========  =========
=========== =========  =========== ==========

See accompanying notes to consolidated financial statements.  </TABLE>

<TABLE>
<CAPTION>
                                           MEDPLUS, INC. AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                   Years Ended January 31, 2000, 1999 and 1998

                                                       Year Ended          Year Ended          Year Ended
                                                       January 31,         January 31,         January 31,
                                                           2000               1999                1998
                                                    _________________    ________________    _______________

<S>                                                  <C>                  <C>                 <C>
Cash flows from operating activities:
  Net income (loss)                                  $ (5,178,599)         (8,547,753)          3,105,089
  Loss (income) from discontinued operations            1,757,703           1,641,990         (10,406,170)
                                                    _________________    ________________    _______________

  Loss from continuing operations                      (3,420,896)         (6,905,763)         (7,301,081)
  Adjustments to reconcile loss from continuing
    operations to net cash used in operating
    activities:
      Synergis acquisition and offering costs              -                  573,724           2,979,555
        Impairment losses related to UDMS                  -                     -              1,241,513
      Amortization of capitalized software
        development costs                                 751,840             520,960             531,024
      Amortization of unearned stock
        compensation costs                                 69,898             158,559             222,487
      Depreciation and amortization of fixed assets       420,122             355,102             226,200
      Amortization of deferred costs
        related to long-term debt                         121,827                -                   -
      Amortization of excess of cost over
        fair value of net assets acquired                  -                     -                130,705
      Provision for loss on doubtful accounts              41,000             123,405             112,348
      Deferred income taxes                                -                 (206,147)           (359,224)
      (Gain) loss on sale of fixed assets                   1,804              16,612              (3,691)
      Changes in assets and liabilities,
        net of business acquisitions:
        Accounts receivable                             2,182,242            (601,208)         (3,017,908)
        Other receivables                                   1,570             (17,133)            (35,581)
        Costs in excess of billings                      (355,737)            (31,693)               -
        Inventories                                        26,662             315,159            (471,902)
        Prepaid expenses and other assets                  99,670             (54,903)              1,165
        Accounts payable and accrued expenses            (896,964)           (602,605)          2,835,279
        Income taxes                                      550,000          (1,896,869)               -
        Deferred revenue                                  962,378             522,664             182,463
                                                    _________________    ________________    _______________

          Net cash provided by (used in)
             continuing operations                        555,416          (7,730,136)         (2,726,648)
          Net cash used in discontinued operations       (723,493)         (2,245,361)         (2,046,877)
                                                    _________________    ________________    _______________

          Net cash provided by (used in)
             operating activities                        (168,077)         (9,975,497)         (4,773,525)

Cash flows from investing activities:
 Capitalization of software development costs          (1,025,780)         (1,060,170)           (884,337)
 Purchases of fixed assets                               (282,772)           (434,061)           (351,229)
 Proceeds from sales of investment
   securities and fixed assets                             -                     -                318,248
 Cash acquired in (payments made for) business
    acquisitions                                           -                     -                 16,375
 Synergis acquisition and offering costs                (236,445)          (1,725,452)         (1,478,838)
 Proceeds from the sale of discontinued operations         -                     -             17,334,588
 Other advances and investments                            -                     -               (927,695)
                                                    _________________    ________________    _______________

         Net cash provided by (used in)
           investing activities                       (1,544,997)          (3,219,683)         14,027,112


Cash flows from financing activities:
 Proceeds from issuance of common stock,
    net of issuance costs                                213,706               83,420           2,105,269
 Proceeds from the issuance of preferred
    stock and warrants, net of issuance costs          3,740,242                 -                   -
 Purchase of treasury stock                                -                 (809,943)            (53,554)
 Proceeds from borrowings on line of credit            9,485,993            7,143,759          11,721,152
 Repayments on line of credit                        (11,130,501)          (5,883,094)        (10,224,799)
 Proceeds from issuance of long-term debt
    and warrants                                       2,000,000                 -                   -
 Payment of debt issue costs                            (119,372)             (60,000)               -
 Payment of preferred dividends                           (1,000)                -                   -
 Principal payments on capital lease obligations         (29,448)             (29,807)            (39,345)
                                                    _________________    ________________    _______________

         Net cash provided by financing activities     4,159,620              444,335           3,508,723
                                                    _________________    ________________    _______________

         Net increase (decrease) in cash and
          cash equivalents                             2,446,546          (12,750,845)         12,762,310

Cash and cash equivalents, beginning of period         1,024,485           13,775,330           1,013,020
                                                    _________________    ________________    _______________

Cash and cash equivalents, end of period             $ 3,471,031            1,024,485          13,775,330
                                                    =================    ================
===============
Interest paid                                        $   448,077              113,920             282,963
                                                    =================    ================
===============
Income taxes paid (refunds received)                 $  (561,176)             600,000                -
                                                    =================    ================
===============


See accompanying notes to consolidated financial statements.  </TABLE>

MEDPLUS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
For the Years Ended January 31, 2000, 1999 and 1998


(1)          Description of the Business
MedPlus is an E-Health business to business provider of web-based
information technology solutions that enable health care providers
to access and manage information efficiently and cost effectively.
The Company's solutions focus on various elements of process
analysis and redesign, document imaging and management and
workflow systems integration.
The Company's health care related products, included in its Health
Care Solutions segment, consist of the ChartMaxx Enterprise-wide
Private Health Record System ("ChartMaxx") and the OptiMaxx[R]
Archival System ("OptiMaxx").  ChartMaxx is an enterprise-wide
electronic private health record system that provides users with a
web-enabled, patient-centric data repository of clinical and
administrative information provided from sources such as
hospitals, reference laboratories, clinics and the physician
office.  In addition, this system enables health care
organizations to comply with the proposed Health Insurance
Portability and Accountability Act of 1996 (HIPAA) regulations.
OptiMaxx is an optical disk-based archival and retrieval system
designed to meet the needs of health care providers that require
electronic storage and quick retrieval of information.  The
Company's FutureCORE[R], Inc. subsidiary ("FutureCORE") provides
process improvement and automation services, primarily in the
areas of medical records and patient accounts departments within
hospital and reference laboratories and physician offices. The
Company's Universal Document Management Systems, Inc. subsidiary,
included in its Workflow and Content Management Segment, develops
and sells Step2000[R], a workflow Content management and
application development software product that enhances the
utilization of information on an enterprise-wide basis, regardless
of hardware platform or operating environment.
Substantially all of the Company's operations are located in
Cincinnati, Ohio.

 (2)     Summary of Significant Accounting Policies
(a)     Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Universal Document and
FutureCORE.  All intercompany accounts and transactions have been
eliminated in consolidation.
In December 1999, the Company made the decision to dispose of its
interest in DiaLogos Incorporated, which was sold effective March
1, 2000.  The Company also sold its IntelliCode division in
January 1998.  As a result, both entities have been accounted for
as discontinued operations.  The consolidated financial statements
of the Company have been reclassified to present these entities as
discontinued operations. The accompanying notes present amounts
related only to continuing operations, unless otherwise indicated.
(b)     Fiscal Year
The Company has a fiscal year commencing on February 1 and ending
on January 31 of the respective year.
(c)     Revenue Recognition
The Company's revenues are derived from systems sales, including
software licenses and hardware, support contracts, installation,
implementation, training, and consulting services.
Revenue related to system sales is recognized in compliance with
American Institute of Certified Public Accountants Statements of
Position ("SOP") 97-2, 98-4 and 98-9, which pertain to Software
Revenue Recognition. For OptiMaxx systems, revenue is generally
recognized upon shipment. Revenue recognition for ChartMaxx
systems generally commences when a contract is signed and the
system is configured and shipped. If a contract requires the
Company to perform services or provide modifications that are
deemed significant to system acceptance, the Company recognizes
revenue for the entire contract under the percentage of completion
method of accounting.
Revenues from installation, implementation, training, and
consulting services are recognized in the period in which the
services are performed.  Revenue from support contracts is
recognized ratably over the term of the contract. Deferred
revenues primarily represent support contracts that have been
billed in advance of the support to be provided.
 (d)     Cash and Cash Equivalents
At January 31, 2000 and 1999, cash and cash equivalents consisted
of $3,232,200 and $1,010,351, respectively, in money market fund
investments. Due to the short-term nature of these investments,
the carrying value of cash and cash equivalents approximates fair
value.
Interest income from cash equivalents and investment securities,
included in other income (expense) in the consolidated statements
of operations, was $148,327, $260,481 and $94,703, for the years
ended January 31, 2000, 1999, and 1998.
(e)     Concentrations of Credit Risk
Financial instruments potentially exposing the Company to
concentrations of credit risk, as defined by SFAS No. 105,
Disclosure of Information about Financial Instruments with Off-
Balance-Sheet Risk and Financial Instruments with Concentrations
of Credit Risk, consist primarily of cash equivalents and trade
accounts receivable. The Company's cash equivalents consist of
highly liquid money market funds. The Company's trade accounts
receivables are largely concentrated in the health care industry.
However, the Company's credit risk is limited due to the
geographic dispersion and diversity of customers making up the
Company's receivable portfolio.
(f)     Inventories
Inventories generally relate to computer equipment purchased for
resale and are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.
(g)     Capitalized Software Development Costs
The Company accounts for software development costs in accordance
with the provisions of SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed. Costs
incurred in designing and developing computer software products
are expensed as research and development until technological
feasibility has been established. Technological feasibility is
established upon completion of a detail program design or, in its
absence, completion of a working model. Upon the achievement of
technological feasibility, software production costs are
capitalized and subsequently reported at the lower of unamortized
cost or net realizable value.
Annual amortization expense, included in cost of revenues in the
consolidated statements of operations, is the greater of the
amount computed, using the ratio of the current year's revenues to
the total of current and anticipated future revenues, or the
straight-line method over the remaining economic life which does
not exceed five years. Amortization amounted to $751,840,
$520,960, and $531,024 for the years ended January 31, 2000, 1999,
and 1998, respectively. Accumulated amortization for capitalized
software development costs was $2,108,577 and $1,356,737, at
January 31, 2000 and 1999, respectively.
(h)     Fixed Assets
Fixed assets are stated at cost for purchased assets, fair value
for assets obtained through acquisitions, and the present value of
minimum lease payments for equipment held under capital leases.
Depreciation, including amortization of capital leases, is
computed using the straight-line method over the estimated useful
lives of the assets, which range from three to ten years.
Leasehold improvements and equipment held under capital leases are
amortized using the straight-line method over the shorter of the
lease term or estimated useful life of the asset.
(i)     Income Taxes
The provisions for income taxes are accounted for in accordance
with SFAS No. 109, Accounting for Income Taxes. Under the asset
and liability method of SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled.
(j)     Stock Option Plan
The Company accounts for its stock option plan in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No.
25, Accounting for Stock Issued to Employees, and related
interpretations. As a result, the Company recognizes no
compensation cost in its consolidated statements of operations
because the exercise price of its stock options is equal to the
market price of the underlying stock on the date of grant.  In
addition, the Company provides pro forma disclosure of the
provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, which is an alternative method of accounting for
stock options.
(k)     Earnings (Loss) Per Share
The Company calculates earnings (loss) per share in accordance
with the provisions of SFAS No. 128, Earnings per Share, which
requires the calculation of  "basic" and "diluted" earnings per
share.  Basic earnings per share excludes any dilutive effects of
options, warrants or convertible securities.  Diluted earnings per
share reflects the assumed conversion of all dilutive securities.
Basic and diluted earnings per share are based on the weighted
average number of shares of common stock outstanding for each
period excluding any shares related to nonvested employee stock
awards.  Dilutive securities have not been included in the
weighted average shares used for the calculation of diluted
earnings per share in periods of losses from continuing operations
because the effect of such securities would be antidilutive. At
January 31, 2000, potential dilutive securities consisted of
2,371,815 shares of convertible preferred stock, 1,102,839
warrants issued to non-employees, and 1,763,553 options to
purchase common stock of the Company under the Company's stock
incentive plans.
(l)      Comprehensive Income (Loss)
Consistent with SFAS No. 130, Reporting Comprehensive Income, the
Company includes comprehensive income (loss) in its consolidated
statement of shareholders' equity. Comprehensive income represents
the net change in shareholders' equity during a period from
sources other than transactions with shareholders. Amounts
included in this statement represent net income (loss) and
unrealized gains on investment securities.
(m)  Supplemental Cash Flow Information
During fiscal 2000, the Company issued 45,630 shares of its common
stock valued at $80,000 to satisfy dividend requirements on its
convertible preferred stock.
The Company's discretionary contribution to its Retirement Savings
and Investment Plan for the fiscal years ended 2000 and 1999,
respectively, was funded through the issuance of 12,197 and 32,232
shares of common stock, valued at approximately $23,600 and
$217,600 at the dates of issuance.  During fiscal 2000, the
Company also issued 50,002 shares of its common stock valued at
$69,100 to fund its Employee Stock Purchase Plan for the fiscal
1999 plan year.  During the years ended January 31, 2000, 1999 and
1998, the Company granted employees 8,500, 14,254, and 7,784
shares of common stock, respectively, under a stock award plan.
The market value of the stock at the dates of grant was
approximately $45,000, $23,000, and $64,000, respectively, and is
being amortized over one year in accordance with the terms of the
awards.
In fiscal 2000, the Company granted a warrant to purchase 100,000
shares of the Company's common stock to a consultant of the
Company.  This warrant has an estimated fair value of $48,860
which is being amortized into expense over the related service
period of two years.
In fiscal 1998, the Company realized a tax benefit of $93,500
associated with the exercise of stock options.  The tax benefit
reduced the income tax liability and was credited to paid-in
capital.
(n)     Use of Estimates
Preparing financial statements in conformity with generally
accepted accounting principles requires the Company's management
to make a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of
contingent assets and liabilities.   Actual results could differ
from those estimates.
(o)  Reclassifications
Certain reclassifications have been made to the consolidated
financial statements previously reported to conform to the current
period presentation.

     (3)     Discontinued Operations
DiaLogos
In December 1999, the Company's board of directors authorized
management to enter into negotiations to formally dispose of its
majority interest in DiaLogos Incorporated, its education
subsidiary.  As a result, DiaLogos has been reported as a
discontinued operation in the consolidated financial statements.
In March 2000, the Company completed the sale of its investment in
the stock of DiaLogos to a private investment group for cash
consideration of $300,000.  The terms of the arrangement also
include additional consideration including a two-year $450,000
note with interest payable at a 2% premium over the current prime
rate and a warrant to purchase 10% of the outstanding shares of
DiaLogos common stock.  The warrant is exercisable based upon
certain future actions taken by the management of DiaLogos.  The
note is collateralized by the stock of DiaLogos.  Due to DiaLogos'
history of operating losses and negative cash flows, the Company
has assessed no value to the note and warrant.  As a result, the
Company recognized a loss on the sale of DiaLogos of $885,527.  No
income tax benefit has been provided for this loss because of the
Company's net operating loss  position.
IntelliCode
In January 1998, the Company completed the sale of all the assets
of its IntelliCode division to Becton Dickinson and Company
("Becton Dickinson") for total proceeds of $17,334,588 plus
royalty payments over five years. In connection with the sale,
Becton Dickinson also assumed certain liabilities of the
IntelliCode division, primarily deferred revenues and obligations
related to service contracts and an office lease.
The Company recognized a pre-tax gain of $14,724,720 and an after-
tax gain of $10,268,710 related to this transaction for the year
ended January 31, 1998. The royalty payments are based on future
defined revenues and are recorded as income when earned. No
royalty payments were earned for the years ended January 31, 2000
and 1999.
Universal Document
In January 1998, the Company decided to sell the net assets of the
Universal Document segment and presented it as a discontinued
operation for the fiscal year ended January 31, 1998.  During
fiscal 1999, due to a change in the Company's customer base which
enhanced the compatibility of the segment with the Company's
OptiMaxx product, the Company made the decision to retain the
Universal Document segment and  presented the results of
operations and financial position of the segment in continuing
operations in for the fiscal year ended January 31, 1999. Prior
years' financial statements were presented on a comparable basis.
Included in the fiscal 1998 operating loss were impairment losses
related to the excess of cost over fair value of net assets
acquired and capitalized software development costs of $774,677
and $466,836, respectively.  The Company had also accrued a loss
of $180,000 for the disposal of the net assets of the segment and
for its estimated net operating losses through its expected date
of disposal. The Company reversed this accrual during fiscal year
1999 as a result of its decision to retain Universal Document.
These reversals are included in discontinued operations for the
year ended January 31, 1999.
Losses related to the sale of DiaLogos, income from the
IntelliCode discontinued operations and the reversal of accrued
losses related to the disposal of the net assets of the Universal
Document segment, as shown on the accompanying Consolidated
Statements of Operations, includes the following

<TABLE><CAPTION>                                      Year Ended         Year Ended       Year Ended
                                                      January 31,        January 31,      January 31,
                                                          2000              1999              1998
                                                     _____________      _____________    _____________
<S>                                                  <C>                 <C>              <C>
 Revenues:
  DiaLogos                                           $ 1,848,942          1,471,046             -
  Intellicode                                              -                         -             7,274,279
                                                     _____________      _____________    _____________
Total revenues                                       $ 1,848,942          1,471,046         7,274,279
                                                     =============      =============    =============

Operating income (loss):
  DiaLogos                                           $  (827,176)        (1,819,289)         (710,318)
  Intellicode                                              -                  -             1,805,741
  Universal Document                                       -                290,654          (290,654)
                                                     _____________      _____________    _____________
 Total operating income (loss)                          (827,176)        (1,528,635)          804,769
 Gain (loss) on sale:
   Loss on sale of DiaLogos                             (885,527)             -                 -
   Gain on sale of Intellicode                             -                  -            14,724,720
                                                     _____________      _____________    _____________
 Total gain (loss) on sale                              (885,527)             -            14,724,720
Income tax expense:
   Discontinued operations                               (45,000)          (113,355)         (667,309)
   Disposal of Intellicode                                 -                  -            (4,456,010)
                                                     _____________      _____________    _____________
 Total income tax expense                                (45,000)          (113,355)       (5,123,319)
                                                     _____________      _____________    _____________
Income(loss) from discontinued operations            $(1,757,703)        (1,641,990)       10,406,170
                                                     =============      =============    =============
</TABLE>


As of January 31, 2000 and 1999, $67,743 and $14,544 of interest
expense has been allocated to the operating loss from discontinued
operations related to DiaLogos.  This allocation of interest
expense related to the overall debt of the Company has been based
upon the net assets of DiaLogos, relative to the net assets of the
Company on a consolidated basis.

As of January 31, 2000, the Company had net assets of $204,198
generally consisting of the following assets and liabilities of
DiaLogos: cash, accounts receivable, and fixed assets-net of
depreciation, trade accounts payable and accrued expenses, and
obligations under capital leases.


     (4)     Synergis Management Expenses, Acquisition and
Offering Costs
In 1997, the Company began negotiations to combine certain design
automation software resellers and integrators for the expected
merger of these entities with a subsidiary of the Company, which
eventually would become the Company's Synergis subsidiary.  This
newly merged entity was expected to spin-off from the Company
through an initial public offering or, later, through private
financing.
For the years ended January 31, 2000, 1999 and 1998, the Company
incurred and expensed $179,663, $1,497,007 and $728,390,
respectively, for operating costs associated with the senior
management team hired to manage the expected merger of the
entities and the public offering or private financing of the
Synergis subsidiary.  In addition, for the years ended January 31,
1999 and 1998, the Company had expensed $573,724 and $2,979,555,
respectively, for acquisition and offering costs related to
accountants', attorneys', and consultants' fees incurred on behalf
of postponed initial public offerings.  During the first quarter
of fiscal 2000, the Company terminated all negotiations and has
not incurred any expenses subsequent to that date. The Company
does not anticipate any additional expenses related to the
Synergis transaction on a prospective basis.


(5)    Fixed Assets
Fixed assets consisted of the following at January 31, 2000 and
1999:
                                   January 31,         January 31,
                                       2000               1999
                                   ___________         ___________

Equipment                          $1,632,211           1,391,091
Furniture and fixtures                536,858             526,662
Leasehold improvements                197,181             197,181
Purchased software                    162,590             148,710
                                   ___________         ___________
                                    2,528,840           2,263,644
Accumulated depreciation and
   amortization                    (1,344,014)           (939,664)
                                   ___________         ___________
                                   $1,184,826           1,323,980

(6)          Bank Agreements
As of January 31, 2000, the Company had a $2,000,000 revolving
line of credit agreement with a bank that had an outstanding
balance of $1,112,509. The interest rate on the line of credit
agreement is payable at the bank's prime rate plus 1 1/2%.  During
fiscal 2000, the Company also paid a closing fee of $60,000 and
quarterly commitment fees of 1% on the line of credit. The
Company's assets secure the line of credit. Due to the variable
rate and short-term nature of the agreement, its carrying value
approximates fair value.
On February 15, 2000, the Company entered into a new $2,000,000
revolving credit facility with the same bank that is due on May
15, 2000.  The interest rate on the new financing agreement is
payable at the bank's prime rate plus 1 1/2% and the credit facility
is secured by all assets of the Company.
(7)      Debt and Equity Financing
In April 1999, the Company entered into an Agreement (the
"Agreement") with three investment firms to obtain $6,100,000 in
debt and equity financing.  The terms of the Agreement provide for
financing of $2,000,000 in subordinated debentures (the "Notes")
and $4,100,000 in Series A Convertible Preferred Stock (the
"Preferred Stock").   Certain terms of the Agreement were amended
in June 1999.  The proceeds of the financing will be utilized to
fund working capital requirements and continue product development
and market penetration of certain of the Company's core products.
On April 30, 1999, the Company issued the Notes, due 2004, with an
annual coupon rate, payable quarterly, of 10% in the first year,
12% from May 1, 2000 through October 31, 2000 and 14% thereafter.
The Company also is required to pay a 2% fee on the amount of
principal outstanding on each annual anniversary of October 31,
1999. The principal portion of the Notes is payable as follows:
$666,666 in April 2002,  $666,667 in April 2003 and $666,667 in
April 2004; however, the Company may redeem the Notes at any time
during their term without penalty.  In circumstances specified in
the Agreement, if the Company receives cash from certain
transactions, as defined, the Company may be required to pay any
outstanding principal balance and accumulated interest thereon.
Due to the recent issuance of the Notes, their carrying amounts
approximate their fair values.  The holders of the Notes also
received warrants to purchase 281,137 Preferred Stock at an
exercise price of $1.66.  This warrant price is subject to
adjustment if the Company does not meet specified requirements
relating to the appreciation of its stock price at the end of a
defined two-year period.  Holders of the warrants can also elect a
non-cash conversion of the warrants to Preferred Stock, but would
receive a reduced number of shares of Preferred Stock.
On June 25, 1999, the Company issued to the investors 2,371,815 of
Preferred Stock, with a $ .01 stated par value, at a purchase
price of $1.729 per share for gross proceeds of $4,100,000 (net
proceeds of $3,773,047). The Preferred Stock are convertible into
the Company's common stock on a one-for-one basis.  However, the
conversion ratio could be subject to certain price and dilution
adjustments which essentially place restrictions on the Company's
ability to issue warrants, options or other rights (except to
employees), issue convertible securities or stock dividends, or
make changes in option prices or conversion rates.  The Company is
required to pay a cumulative dividend quarterly at a rate of 4%
per share for the first three years, increasing to 10% thereafter.
The market rate related to the dividends is estimated at an annual
rate of 8%.  The Preferred Stock (a) include voting rights, (b)
receive preferential treatment upon liquidation of the Company and
(c) convert into common shares upon certain events.  In addition,
upon meeting certain requirements specified in the Agreement, the
Company can elect at its option to convert the Preferred Stock
into common shares of the Company.  Also, ten-year warrants for
the purchase of 721,702 Preferred Stock were issued to the
Investors at a purchase price of $1.66.  These warrants cannot be
exercised unless the value of the Company's stock price as traded
on the NASDAQ over a twenty-day period exceeds $7.17.
As of January 31, 2000, the $2,000,000 Notes issued by the Company
on April 30, 1999 have been recorded, net of debt issuance costs
and discounts, in the Consolidated Balance Sheet as long-term
debt.  Debt issuance costs and discounts on the Notes will be
amortized to interest expense over the remaining term of the
Notes.  The effective interest yield on the Notes is estimated at
an annual rate of 14.5%.  The estimated fair value of the Note
warrants have been recorded as additional paid-in-capital in the
Consolidated Balance Sheet.  The Preferred Stock and related
warrants have also been recorded in shareholders' equity in the
Consolidated Balance Sheet based upon their relative estimated
fair value.  The estimated fair value of all financial instruments
were based upon an external appraisal by an investment banking
firm unrelated to the Company.
The Company recognized in the second quarter of fiscal 2000 a
beneficial conversion feature on the Preferred Stock of $346,285
that was included in the Consolidated Statement of Operations as
an adjustment to net loss.  This amount represents the effect of
the differential between the conversion price and the closing
market price on the date of commitment of the Preferred Stock.
Although the beneficial conversion feature has no impact on the
financial condition or cash flows of the Company, it has a
negative impact on the Company's earnings (loss) per common share-
basic and diluted in the second quarter of fiscal 2000. The
Company also records dividends on the preferred stock on a
quarterly basis beginning in the second quarter of fiscal 2000.
Although the Company is only required to pay dividends at an
annual rate of 4% for the first three years, the preferred stock
dividend requirement disclosed in the consolidated statement of
operations has been based upon the Company's estimated market rate
of 8%.  The incremental 4% had no impact on the financial
condition or cash flows of the Company, but negatively impacts the
Company's earnings (loss) per share-basic and diluted.
(8)          Common Stock and Related Transactions
In connection with the sale of the IntelliCode assets to Becton
Dickinson, the Company sold 222,556 shares of its common stock to
Becton Dickinson in exchange for $2,000,000 in cash on January 28,
1998.  The sale price was based on the average closing price of
the Company's common stock for the thirty days prior to the
announcement on November 21, 1997 of the signing of a letter of
intent relating to the sale of the IntelliCode assets.
During fiscal 2000, the Company entered into an agreement with an
investment firm to obtain $6,100,000 of debt and equity financing.
The terms of the agreement are described more fully in Note 7,
Debt and Equity Financing, to the consolidated financial
statements.

     (9)     Income Taxes
Total income tax expense (benefit) for the years ended January 31,
2000, 1999 and 1998 were as follows:
                          January 31,    January 31,   January 31,
                             2000           1999          1998
                          ____________  ____________  ____________

Loss from operations      $ (11,176)     (1,616,370)   (3,475,777)
Discontinued operations      45,000         113,355     5,123,319
Shareholders' equity, for
  Compensation expense for
    tax purposes in excess
    of amounts recognized
    for Financial reporting
    purposes                    -             -           (93,500)
Shareholders' equity,
    unrealized Gains (losses)
    on marketable Securities
    recorded for Financial
    reporting purposes          -             -            (1,026)
                          ____________  ____________  ____________
                          $  33,824      (1,503,015)    1,553,016
                          ============  ============  ============

Total income tax benefit attributable to loss from continuing
operations for the years ended January 31, 2000, 1999 and 1999
were as follows:
                          January 31,   January 31,    January 31,
                             2000           1999          1998
                          ____________  ____________  ____________
Federal:
  Current                 $  (11,176)    (1,229,425)  (2,574,749)
  Deferred                      -          (179,718)    (231,146)
                          ____________  ____________  ____________
                             (11,176)    (1,409,143)  (2,805,895)
                          ____________  ____________  ____________
State:
  Current                       -          (180,798)    (541,804)
  Deferred                      -           (26,429)    (128,078)
                          ____________  ____________  ____________
                                -          (207,227)    (669,882)
                          ____________  ____________  ____________
                          $  (11,176)    (1,616,370)  (3,475,777)
                          ============  ============  ============

Income tax benefit differs from the amounts computed by applying
the Federal statutory rate to pre-tax loss from continuing
operations as a result of the following:

                          January 31,   January 31,    January 31,
                             2000           1999          1998
                          ____________  ____________  ____________

Computed "expected"
  benefit                $(1,166,904)    (2,897,525)  (3,664,132)
Change in valuation
  allowance                1,368,250      1,429,220      468,754
State income taxes,
  net of Federal benefit    (168,393)      (413,118)    (574,634)
Other                        (44,129)       265,053      294,235
                          ____________  ____________  ____________

                         $   (11,176)    (1,616,370)  (3,475,777)
                          ============  ============  ============
The tax effects of temporary differences that give rise to
deferred tax assets and deferred tax liabilities at January 31,
2000 and 1999 are as follows:
                                         January 31,   January 31,
                                            2000          1999
                                        ____________  ____________

Deferred tax assets:
  Net operating loss carryforward       $4,215,595      2,817,759
  Accrued Expenses                         330,113        223,009
  Capital loss carryforward                 84,922         84,922
  Alternative minimum tax                   38,824         50,000
                                        ____________  ____________
    Total gross deferred  tax assets     4,669,454      3,175,690
    Less valuation allowance            (3,349,446)    (1,981,196)
                                        ____________  ____________
    Net deferred tax assets              1,320,008      1,194,494
                                        ____________  ____________

Deferred tax liabilities:
  Software costs                        (1,136,900)      (998,331)
  Fixed assets                            (175,293)      (163,660)
  Other                                     (7,815)       (32,503)
                                        ____________  ____________
    Total gross deferred tax
      liabilities                       (1,320,008)    (1,194,494)
                                        ____________  ____________
    Net deferred tax liabilities        $     -              -
                                        ============  ============

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which
those temporary differences become deductible. Due to the
Company's recent history of operating losses, management has
established valuation allowances against its net deferred tax
assets as of January 31, 2000.
At January 31, 2000, the Company had net operating loss
carryforwards for Federal income tax purposes of approximately
$10,800,000, which are subject to realization based upon the
Company's ability to generate future taxable income, limitations
imposed by the Internal Revenue Service, and other matters
potentially affecting the realizability of these carryforwards.
The net operating loss carryforwards expire at various periods
through 2019. The Company also has a capital loss carryforward of
approximately $218,000 which is available to offset future capital
gains, if any, through 2001.

 (10)     Stock Incentive Plans
In 1994, the Company adopted the 1994 Long-Term Stock Incentive
Plan ("Long-Term Plan") and the Directors' Nondiscretionary Stock
Option Plan ("Directors' Plan"), collectively the "Option Plans."
The Long-Term Plan provides for the grant of up to 2,000,000
stock-based incentives to employees in the form of stock options,
stock appreciation rights, stock awards, or any combination
thereof. A total of 100,000 shares is reserved for issuance under
the Directors' Plan. Options granted under the Long-Term Plan may
be either nonqualified or incentive options. Under the terms of
both the Long-Term Plan and the Directors' Plan, options may not
be granted at less than fair market value on the date of the
grant. Options granted under both plans are exercisable in
installments; however, no options are exercisable earlier than six
months or later than ten years from the date of the grant.
At January 31, 2000, there were 270,502 shares available for grant
under the Long-Term Plan and 38,975 additional shares available
for grant under the Directors' Plan.
The per share weighted average fair values at the date of grant
for options granted during the years ended January 31, 2000, 1999,
and 1998 were $1.22, $3.10, and $3.25, respectively.  These fair
values were estimated using the Black Scholes option-pricing model
with the following weighted average assumptions: 2000 -  expected
dividend yield 0%, risk-free interest rate of 6.5%, expected
volatility of 70%, and an expected life of 4.1 years; 1999 -
expected dividend yield 0%, risk-free interest rate of 5.07%,
expected volatility of 53%, and an expected life of 4.8 years;
1998 -  expected dividend yield 0%, risk-free interest rate of
6.16%, expected volatility of 41%, and an expected life of 4.8
years.
The Company applies APB Opinion No. 25 in accounting for the
Option Plans; accordingly, no compensation cost has been
recognized for its options granted to employees in the
consolidated financial statements.   The Company recognized
$31,930, $190,483, and $59,160 of compensation cost during the
years ended January 31, 2000, 1999 and 1998, respectively, related
to stock awards granted under the Long-Term Plan.

For its employee stock options, had the Company determined
compensation cost based on the fair value at the grant date for
its stock options under SFAS No. 123, the Company's net income
(loss) would have been reduced (increased) to the pro forma
amounts indicated below:


                          January 31,   January 31,    January 31,
                             2000           1999          1998
                          ____________  ____________  ____________
Net income (loss)
     As reported         $ (5,770,884)  (8,547,753)    3,105,089
     Pro forma             (6,604,787)  (9,500,571)    2,239,941
                          ============  ============  ============
 Net income (loss)
  per share -
     basic and diluted
     As reported         $      (0.95)       (1.40)         0.52
     Pro forma                  (1.09)       (1.56)         0.38
                          ============  ============  ============

In February 1999, the Company also granted an option to purchase
100,000 shares of common stock with an estimated fair value of
$48,860 as compensation to a consultant. The estimated fair value
was determined using the Black Scholes option-pricing model with
the following weighted average assumptions:  expected dividend
yield 0%, risk-free interest rate of 5.1%, expected volatility of
53%, and an expected life of 3 years. The fair value of these
options is being amortized over the related service periods of two
years.  The Company recognized $24,432 in amortization expense
related to the option grant in the year ended January 31, 2000.
Transactions with respect to options, including options granted to
consultants, for the years ended January 31, 2000, 1999 and 1998
were as follows:
                                                         Weighted
                                            Number        Average
                                              of         Exercise
                                            Shares         Price
                                          __________   ___________
Shares under option, January 31, 1997      766,650      $   8.63
Options exercised                          (16,666)         5.97
Options forfeited or canceled              (12,467)         9.51
Options granted                            275,775          7.26
                                          __________

Shares under option, January 31, 1998    1,013,292          8.29
Options exercised                           (7,673)         7.57
Options forfeited or canceled              (41,892)         7.95
Options granted                            331,000          6.12
                                          __________
Shares under option, January 31, 1999    1,294,727          7.74
Options exercised                          (22,833)         5.30
Options forfeited or canceled              (95,091)         8.30
Options granted                            586,750          2.69
                                          __________

Shares under option, January 31, 2000    1,763,553          6.01
                                          ==========
The following table summarizes information about options,
including options granted to consultants, at January 31, 2000

<TABLE>
<CAPTION>
                               Options Outstanding                                Options Exercisable
__________________________________________________________________________
_______________________________
                                      Weighted
                                      Average             Weighted                                Weighted
   Range of           Number         Remaining             Average              Number            Average
 Exercise Prices    of Options    Contractual Life      Exercise Price        of Options      Exercise Price
_________________  ____________  ____________________  ___________________
_____________  ________________
<C>                <C>                  <C>                <C>                <C>                    <C>
$  1.95-2.27         423,250            4.2                $1.93                  50,000             $ 1.88
   2.28-5.12         292,467            3.1                 4.36                 244,803               4.55
   5.13-7.68         671,336            3.3                 6.59                 448,008               6.58
   7.69-11.52        190,500            2.1                 9.69                 186,834               9.70
  11.53-17.30        186,000            2.4                12.02                 133,500              12.06
                   ____________                                               ____________

                   1,763,553            3.2                 6.01               1,063,145               7.13
                   ============                                               ============
</TABLE

In June 1998, the Board of Directors approved the MedPlus, Inc.
Employee Stock Purchase Plan (the "Plan"), to provide employees of
the Company the opportunity to purchase shares of the Company's
common stock.  The Company is authorized to issue up to 350,000
shares of common stock to its full-time employees, nearly all of
whom are eligible to participate.  Under the terms of the Plan,
employees can choose biannually, to have up to 10% of their annual
base earnings withheld to purchase the Company's common stock.
The purchase price of the stock is 85% of the lower of its
beginning-of-period or end-or-period market price.  For fiscal
2000 and 1999, the Company issued 67,422 and 17,701 shares,
respectively, to employees for stock purchases.  As the Plan has
been created as a noncompensatory plan, no compensation expense
under APB 25 has been recognized in the Company's financial
statements.  Under SFAS 123, the aggregate fair value of the
purchase rights, which would have resulted in expense to the
Company was $186,000, resulting in a consolidated pro forma net
loss of $5.9 million and a net loss per share of $ .98 for the
year ended January 31, 2000. For fiscal 1999, the effect of the
purchase rights to the Company's net loss, on a pro forma basis,
was not material.  The fair value for fiscal 2000 was estimated
using the Black-Scholes model with the following assumptions:
dividend yield of 0%, expected life of 6 months, expected
volatility of 69%, and risk free interest rates ranging from of 5-
6%.  The weighted average fair value of the employee's purchase
rights utilizing these assumptions was $2.77 and $.55 for fiscal
years 2000 and 1999, respectively.

(11)     Retirement Savings and Investment Plan
The Company has a Retirement Savings and Investment Plan, a 401(k)
Plan, in which employees may participate by contributing specified
percentages of qualified compensation subject to Internal Revenue
Service limitation. The Company may make discretionary
contributions to a maximum of 100% of each participant's
contribution. For the years ended January 31, 2000 and 1999, the
Company recognized expense of $18,045 and $23,633, respectively,
for discretionary contributions into the Plan.  For the year ended
January 31, 1998, the Company recognized expense of $213,495, of
which $147,174 related to continuing operations. The Company's
contributions to the Plan were funded subsequent to each year end
through the issuance of 3,208, 12,197 and 31,629 shares of the
Company's common stock for fiscal 2000, 1999 and 1998,
respectively.

 (12)     Related Party Transactions
In fiscal 1998, the Company purchased a majority interest in
DiaLogos Incorporated. The Company also arranged for approximately
$400,000 of funding for DiaLogos from investors who are officers
and directors of the Company.  In exchange for the funding, these
investors received 18.5% of DiaLogos' common shares.  As of March
10, 2000, the Company had divested its ownership in the stock of
DiaLogos (see footnote 3, Discontinued Operations); however,
certain officers of the Company have maintained or increased their
effective ownership in DiaLogos.

 (13)     Commitments and Contingencies
(a)     Leases
The Company leases office space and certain equipment under
noncancelable operating lease agreements extending through May,
2004. Rent expense related to these operating leases amounted to
approximately $300,000, $272,000, and $201,000 for the years ended
January 31, 2000, 1999 and 1998, respectively.
The Company also leases certain equipment and furniture and
fixtures under capital leases with terms ranging from three to
five years.  The cost of these capital assets, included in fixed
assets in the Consolidated Balance Sheet, was fully amortized as
of January 31, 2000. Amortization expense related to fixed assets
held under capital leases is included with depreciation and
amortization expense.
Future minimum lease payments under capital leases as of January
31, 2000 were $18,186, excluding interest of $575, and are
classified as current in the consolidated balance sheet.
As of January 31, 2000, future minimum lease payments under non-
cancelable operating leases with remaining terms in excess of one
year were as follows:  $311,000 for fiscal 2001, $305,000for
fiscal 2002, $154,000 for fiscal 2003, and $15,000 for fiscal
2004.

 (b)     Legal Contingencies
Various lawsuits arising during the normal course of business are
pending against the Company and its consolidated subsidiaries.  In
the opinion of management, no material effect on the Company's
consolidated financial position or results of operations is
expected to result from these matters.
During the third quarter of fiscal 2000, the Company settled a
claim filed by a former contractor of the Company for $375,000.
The Company has made cash payments of $262,500 in fiscal 2000
which have been included in operating activities in the
Consolidated Statement of Cash Flows.  The remaining amount will
be paid during fiscal 2001.  The Company recorded the expense as a
sales and marketing expense in the Consolidated Income Statement.


(14)     Operating Segments
Based upon management's organization of its products and services,
the company has two reportable segments: Health Care Solutions
(ChartMaxx, E-Maxx, OptiMaxx, and FutureCORE) and Workflow and
Content Management (Universal Document).  The Company's management
evaluates performance of each segment based on profit or loss from
operations before allocation of corporate expenses, other
income(expense), including interest expense, and income taxes.
The accounting policies of the segments are the same as those
described in the summary of significant accounting policies (see
Note 1 to the Consolidated Financial Statements).
The following table presents the revenues, segment operating
profit (loss), capital expenditures, depreciation and
amortization, and total assets of the Company by operating
segment


</TABLE>
<TABLE>
<CAPTION>
                                               January 31,              January 31,             January 31,
                                                  2000                    1999                        1998
                                             ________________       __________________      ________________
<S>                                          <C>                       <C>                      <C>
Revenues:
   Health Care solutions                     $ 11,426,327               9,285,097                9,256,064
   Workflow and Content Management              1,171,419               1,421,963                1,186,825
     Less intercompany (a)                        (59,851)               (748,122)                (241,737)
                                             ________________       __________________      ________________
                                             $ 12,537,895               9,958,938               10,201,152
                                             ================       ==================
================

Segment operating loss (b):
  Health Care solutions                      $   (150,059)             (3,233,699)              (1,049,406)
  Workflow and Content Management                 300,084                 (27,231)              (1,498,981)
                                             ________________       __________________      ________________
                                             $    150,025              (3,260,930)              (2,548,387)
                                             ================       ==================
================
 Capital expenditures:
   Health Care solutions (c)                 $    278,738                 432,293                  326,747
   Workflow and Content Management                  4,034                   1,768                   24,482
                                             ________________       __________________      ________________

                                             $    282,772                 434,061                  351,229
                                             ================       ==================
================
 Depreciation and amortization of
   fixed assets:
   Health Care solutions (c)                 $    388,744                 324,459                  201,717
   Workflow and Content Management                 31,378                  30,643                   24,483
                                             ________________       __________________      ________________

                                             $    420,122                 355,102                  226,200
                                             ================       ==================
================
Total assets:
  Health Care solutions (c)                  $ 11,347,639              11,397,918               22,917,353
  Workflow and Content Management                 502,136                 475,932                  546,978
 Net assets from discontinued operations          204,198               1,238,408                     -
                                             ________________       __________________      ________________


                                             $ 12,053,973              13,112,258               23,464,331
                                             ================       ==================
================

(a)     Intercompany revenues are based upon fair value of the transaction.
(b)     Before corporate expenses.
(c)     The Company has not historically maintained a separate balance sheet for its corporate assets.
The
Health Care Solutions' balances include segment and corporate activity. </TABLE>

<TABLE>
<CAPTION>
                  Reconciliations of segment data to the Company's consolidated data follow:

                                               January 31,             January 31,             January 31,
                                                  2000                    1999                        1998
                                             ________________       __________________      ________________
<S>                                          <C>                       <C>                    <C>
Operating loss:
  Segments                                   $      150,025             (3,260,930)            (2,548,387)
  Corporate                                      (3,024,462)            (3,434,866)            (4,288,604)
                                             ________________       __________________      ________________


            Operating loss                       (2,874,437)            (6,695,796)            (6,836,991)

Other income (expenses):
  Synergis expenses                                (179,663)            (2,070,731)            (3,707,945)
  Interest expense                                 (518,838)              (131,470)              (346,315)
  Other income(expense), net                        140,866                375,864                114,393
                                             ________________       __________________      ________________

 Loss from continuing operations
   before income tax benefit                 $   (3,432,072)            (8,522,133)           (10,776,858)
                                             ================       ==================
================



All of the company's operations are located in the United States.  Also, the company primarily sells
to
customers within the United States. Revenues from customers located internationally were not
material.
</TABLE

(15)     Significant Customers
Due to the size of certain of the Company's contracts, one
contract can represent a significant portion of the Company's
total revenue in a given year.  However, the customer base
representing this portion of revenue varies each year making the
Company not necessarily dependent upon one significant customer.
For the year ended January 31, 2000, the Company's consolidated
revenues included two customers who accounted for a total of 31%
of consolidated revenues.  For the years ended January 31, 1999,
and 1998, a single customer accounted for 36%, and 12% of the
Company's total revenues, respectively.

(16)     Quarterly Results of Operations (Unaudited)
The following tables set forth selected quarterly financial
information for the fiscal years ended January 31, 2000 and 1999


</TABLE>
<TABLE>
<CAPTION>
                                                           Year ended January 31, 2000

_______________________________________________________________________
                                        First           Second         Third          Fourth
                                       Quarter         Quarter         Quarter        Quarter         Total
                                     ____________  ____________   _____________  _____________
___________
<S>                                 <C>             <C>            <C>            <C>            <C>
Revenues                             $ 3,818,708      1,669,912      2,700,726     4,348,549     12,537,895
Operating loss from
  continuing operations                 (530,683)    (1,628,972)    (1,158,721)      443,939     (2,874,437)
Income (loss) from
  continuing operations                 (760,874)    (1,729,636)    (1,249,732)      319,346     (3,420,896)
Income (loss) from
  discontinued operations (a)           (318,953)      (329,778)      (264,280)     (844,692)    (1,757,703)
Net loss                              (1,079,827)    (2,059,414)    (1,514,012)     (525,346)    (5,178,599)
Net loss attributable
  to common shareholders             $(1,079,827)    (2,487,699)    (1,596,012)     (607,346)
(5,770,884)
                                     =============  ============   ============= ==============
============
Earnings per share - basic (b)
  Continuing operations                    (0.13)         (0.36)         (0.22)         0.04          (0.66)
  Discontinued operations                  (0.05)         (0.05)         (0.04)        (0.14)         (0.29)
                                     ____________  ____________   _____________  _____________
___________
Net loss  - basic                    $     (0.18)         (0.41)         (0.26)        (0.10)         (0.95)
                                     =============  ============   ============= ==============
============

Earnings per share - diluted (b)
  Continuing operations                    (0.13)         (0.36)         (0.22)         0.03          (0.66)
  Discontinued operations                  (0.05)         (0.05)         (0.04)        (0.09)         (0.29)
                                     ____________  ____________   _____________  _____________
___________
Net loss  - diluted                  $     (0.18)         (0.41)         (0.26)        (0.07)         (0.95)
                                     =============  ============   ============= ==============
============

Weighted average shares
  outstanding-basic                    6,050,198      6,041,269      6,098,955     6,128,259      6,086,970
                                     =============  ============   ============= ==============
============
Weighted average shares
  outstanding-diluted (d)              6,050,198      6,041,269      6,098,955     9,033,028      6,086,970
                                     =============  ============   ============= ==============
============

                                                           Year ended January 31, 1999

_______________________________________________________________________
                                        First           Second         Third          Fourth
                                       Quarter         Quarter         Quarter        Quarter         Total
                                     ____________  ____________   _____________  _____________
___________
Revenues                             $ 1,596,332      1,478,349      3,575,587     3,308,670      9,958,938
Operating loss from
  continuing operations  (c)          (2,304,763)    (2,386,645)    (1,061,305)     (943,083)    (6,695,796)
Loss from continuing
  operations                          (1,602,049)    (2,289,637)    (1,209,057)   (1,805,020)    (6,905,763)
Income from discontinued
  operations                            (143,925)      (318,367)      (291,001)     (888,697)    (1,641,990)
Net loss                             $(1,745,974)    (2,608,004)    (1,500,058)   (2,693,717)    (8,547,753)
                                     =============  ============   ============= ==============
============

Earnings per share - basic (b)
  and diluted:
  Continuing operations                    (0.26)        (0.37)          (0.20)        (0.30)         (1.13)
  Discontinued operations                  (0.02)        (0.05)          (0.05)        (0.15)         (0.27)
                                     ____________  ____________   _____________  _____________
___________
Net loss                              $    (0.28)        (0.42)          (0.25)        (0.45)         (1.40)
                                     =============  ============   ============= ==============
============
Weighted average shares
  outstanding                          6,160,157     6,170,726       6,085,537     6,016,325      6,109,439
                                     =============  ============   ============= ==============
============
</TABLE


Notes to quarterly results of operations:
(a) Included in the fourth quarter of fiscal 2000 is a loss
of $885,527 relating to the expected loss on the disposal of
DiaLogos.
(b) Quarterly amounts are not additive.
(c) Certain amounts from prior quarters have been restated to
conform to fiscal 2000 presentation.
(d) Weighted average shares outstanding-diluted for the
fourth quarter of fiscal 2000 includes the effect of potentially
dilutive securities as the Company had income from continuing
operations.  Potentially dilutive securities include convertible
preferred stock, and the effect of warrants and options issued to
employees and calculated based upon the treasury stock method.
The calculation excludes 721,702 warrants on the preferred stock
as these warrants had not met the requirements for becoming
exercisable. The effect of potentially dilutive securities has
been omitted from the calculation of weighted average shares
outstanding for all other quarters because the effect of the
securities would be antidilutive.
     (17)     Liquidity
Since inception in 1991, the Company has funded its operations,
working capital needs and capital expenditures primarily through a
combination of cash generated by operations, the sale of its
IntelliCode division, debt financing, offerings of its common
stock to the public and, most recently, a subordinated debt and
preferred share equity financing. In order to continue its growth
strategy in the E-Health market, the Company may be replacing or
extending its line of credit and may consider alternative
financing including equity financing or potentially the sale of
certain of its assets. Management believes that its current
operating plan will enable the Company to continue its growth
strategy in the E-Health market. There can be no assurances,
however, that these goals will be accomplished or that the Company
will return to profitability in the near term.



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Company's executive officers and directors are as
follows:

     Name                      Age             Position
Richard A. Mahoney             52         Chairman of the Board,
                                          Chief Executive Officer
                                          President and Director
Philip S. Present II           49         Senior Vice President,
                                          Chief Operating Officer
                                          and Director
Paul F. Albrecht               44         Vice President and Chief
                                          Technology Officer
Daniel A. Silber               51         Vice President of
                                          Finance and Chief
                                          Financial Officer
Peter W. Stephan               44         Vice President of Sales
Thomas R. Wagner               36         Vice President of
                                          Strategic Planning
Edward L. Cahill               47         Director
Jay Hilnbrand                  66         Director and Retired
                                          General Manager of
                                          Universal Document
Robert E. Kenny III            44         Secretary and Director
Martin A. Neads                51         Director
Edward L. Samek                63         Director
Paul J. Stein                  53         Director


Directors are elected annually by the shareholders and serve for
one-year terms.  Officers serve at the discretion of the Board of
Directors and are elected on an annual basis.

Richard A. Mahoney has been the Company's President and a director
of the Company since January 1991.  While Mr. Mahoney has been the
President of the Company since its inception, Mr. Mahoney has held
the titles of Chairman of the Board and Chief Executive Officer of
the Company since November 1995.  Mr. Mahoney has extensive
experience in the areas of strategic planning, marketing, and
financing for health care institutions.  In addition, he has
lectured on subjects such as managed care, capitation, integrated
provider networks, computer-based patient record systems, and
regional health care alliances.  Prior to joining MedPlus, Inc.,
Mr. Mahoney was president of a company that provided equipment
financing for hospitals and related organizations.

Philip S. Present II joined the Company in April 1995 as Vice
President of Corporate Development.  Mr. Present was named the
Chief Operating Officer of the Company in June 1996. Mr. Present
became a director of the Company on December 13, 1997 to fill a
vacancy created on the Board by an increase in the number of
directors of the Company from five to six.  From September 1973 to
March 1995, Mr. Present was employed by the certified public
accounting firm of KPMG Peat Marwick LLP; most recently serving as
the Partner-in-Charge of the Information, Communication and
Entertainment Practice for the Ohio Valley and Southeast regions
of the United States.  From 1987 to 1993, Mr. Present was Partner-
in-charge of the Audit Practice - Cincinnati.

Paul F. Albrecht was elected Vice President and Chief Technology
Officer on December 13, 1997 following his tenure as General
Manager of the ChartMaxx Division of MedPlus since May 16, 1994.
Prior to joining the Company, Mr. Albrecht was Director of the
Platform Development Center for Cincinnati Bell Information
Systems and oversaw the development of distributed client/server
systems for high volume, mission critical applications.  Prior to
that, Mr. Albrecht was a software engineer and technical manager
at AT&T Bell Labs.  While at AT&T Bell Labs, he led the
development of a health care clinical information system and
developed core technology for the UNIX operating system.  Mr.
Albrecht has published technical articles on programming
languages, UNIX, neural networks and health care applications.

Daniel A. Silber joined the Company in May 1995 as Vice President
of Finance and Chief Financial Officer.  Prior to joining the
Company, Mr. Silber was Chief Financial Officer of Saturday Knight
Ltd., Chief Financial Officer of Tipton Associates, Treasurer of
Emery Realty, Inc. and CPA and Senior Accountant with Coopers and
Lybrand.

Peter W. Stephan joined the Company in February, 2000.  Prior to
joining the Company, Mr. Stephan spent his entire business career
with Wallace Computer Services, Inc. (Wallace), based in Lisle,
Illinois, serving in a variety of senior-level sales and marketing
positions.  His most recent position at Wallace was General
Manager of the Health Care Division where he was responsible for
the health care sales, sales support and marketing operations.
During his career at Wallace, Mr. Stephan also served as a
Divisional Vice President for West Coast sales, General Sales
Manager in Dallas and Director of Corporate Marketing.  Mr.
Stephan replaced Timothy McMullen, who left the Company is
February 2000.

Thomas R. Wagner joined the Company in June 1999 as Vice President
of Strategic Planning.  Mr. Wagner has over twelve years of
experience with software development companies.  Prior to joining
the Company, Mr. Wagner spent two years as Chief Technology
Officer of DiaLogos Incorporated, previously a majority owned
subsidiary of MedPlus.  Prior to his work at DiaLogos, Wagner
served as Director of Advanced Research and Development with
Cincom Systems, Inc., where he developed a product that was later
voted among the top 10 products of the year by Client-Server Tools
Bulletin.

Edward L. Cahill joined the Company as a director in June 1999.
Cahill is a founding partner of Cahill, Warnock & Company, a
company specializing in private equity and negotiated direct
investments in emerging public and private companies.  Prior to
founding Cahill, Warnock & Company, Cahill was a Managing Director
at Alex. Brown & Sons. From 1986 to 1995 he headed that firm's
Health Care Investment Banking Group, specializing in health care
growth companies. While at Alex. Brown, his group completed
offerings for the first public companies in the home health care,
health maintenance organization, ambulatory surgery center, and
physician practice management industries, as well as several of
the leading biopharmaceutical companies.

Jay Hilnbrand, a director of the Company since April 1994, is the
retired General Manager of Universal Document which became a
wholly owned subsidiary of the Company in 1995.

Robert E. Kenny III, an attorney engaged in the private practice
of law since 1985, has served as Secretary of the Company since
its inception and as a director of the Company since 1991.  Prior
to 1985, Mr. Kenny was an associate with Seeley, Savage, and
Aussem, a law firm in Cleveland, Ohio.  Prior to that, Mr. Kenny
was a tax accountant with Price Waterhouse.

Martin A. Neads became a director of the Company in December 1998.
Mr. Neads is currently an executive director and business
consultant with European IT Solutions, Ltd. (EITS).  Prior to
joining EITS, Mr. Neads was Vice President and General Manager of
Operations and Senior Vice President and General Manager of the
Software Products Division for Structural Dynamics Research Corp.,
a leading international provider of mechanical design automation
software and engineering services.

Edward L. Samek joined the Company as a director in February,
2000.  Samek currently serves as the Vice Chairman and as a
director of MedQuist Inc., the country's largest provider of
electronic medical transcription services to hospitals, clinics
and group practices.  Mr. Samek had been the Chairman and Chief
Executive Officer of The MRC Group, a leading privately-held
electronic medical transcription company that was acquired by
MedQuist in December 1998.  He has also served as President of
SecrePhone Ltd., also a provider of medical transcription
services, Hudson Pharmaceutical Corporation and Childcraft
Education Corporation.  Mr. Samek, a director of the Medical
Transcription Industry Alliance, served as president of that
organization for two terms during the period 1996-1999.

Paul J. Stein has been a director of the Company since 1991.  Mr.
Stein has been a self-employed marketing consultant and
manufacturer's representative since October 1990.

Additional information regarding the Company's officers and
directors is incorporated herein by reference to the information
set forth under the caption "Certain Relationships and Related
Transactions" of the Proxy Statement for the Company's Annual
Meeting of Shareholders to be held on June 27, 2000.  Such Proxy
Statement will be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year
covered by this Form 10-KSB.

Compliance with Section 16(a) of the Securities Exchange Act of
1934

All transactions executed in 1999 by the Company's directors,
officers and beneficial owners, were, to the Company's knowledge,
reported in a timely fashion as required by Section 16(a).

ITEM 10.  EXECUTIVE COMPENSATION.

The information set forth under the caption "Executive
Compensation" of the Proxy Statement for the Company's Annual and
Special Meeting of Shareholders scheduled for June 27, 2000, is
incorporated herein by reference.  Such Proxy Statement will be
filed with the Securities and Exchange Commission within 120 days
after the end of the fiscal year covered by this Form 10-KSB.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The information set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" of the Proxy Statement
for the Company's Annual and Special Meeting of Shareholders
scheduled for June 27, 2000, is incorporated herein by reference.
Such Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-KSB.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information set forth under the caption "Certain Relationships
and Related Transactions" of the Proxy Statement for the Company's
Annual and Special Meeting of Shareholders scheduled for June 27,
2000, is incorporated herein by reference.  Such Proxy Statement
will be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year covered by this Form 10-
KSB.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are hereby filed as part of this
Form 10-KSB:


</TABLE>
<TABLE>
<CAPTION>
                                                                                                 Sequential
Exhibit Number      Description of Exhibits                                                      Page Number
<S>                 <C>                                                                          <C>
2     Asset Purchase Agreement, dated January 28, 1998, by and between Becton,
                    Dickinson and Company and MedPlus, Inc.                                      See note 1
3                   Amended Articles of Incorporation and Code of Regulations                    See note 2
10.1                Lease between MedPlus, Inc. and Duke Realty Limited Partnership for
                    principal offices, dated April 24, 1995                                      See note 3
10.2                Executive Employment Agreement dated October 31, 1995 between MedPlus, Inc.
                    and Richard A. Mahoney                                                       See note 3
10.3                First Lease Amendment between MedPlus, Inc. and Duke Realty Limited
                    Partnership for principal offices, dated December 6, 1996                    See note 4
10.4                Second Lease Amendment between MedPlus, Inc. and Duke Realty Limited
                    Partnership for principal offices, dated December 6, 1996 [most recent?]     See note 4
10.5                OptiMaxx[R] And Step2000[R] Software License, Hardware Purchase and Related
                    Services Agreement dated August 31, 1998 by and between MedPlus, Inc. and
                    Quest Diagnostics Incorporated                                               See note 5
10.6                Securities Purchase Agreement dated April 30, 1999 by and among MedPlus,
                    Inc. and Cahill, Warnock Strategic Partners, L.P., et al.                    See note 5
10.7                Amended and Restated Securities Purchase Agreement dated
                    June 8, 1999 by and among MedPlus, Inc. and Cahill, Warnock Strategic
                    Partners, L.P., et al.                                                       See note 6
10.8                MedPlus, Inc. Software License and Database Maintenance Agreement dated
                    December 9, 1999 by and between MedPlus, Inc. and Quest Diagnostics
                    Incorporated
10.9                MedPlus, Inc. ChartMaxx[TM] Software License Agreement dated January 4, 2000
                    by and between MedPlus, Inc. and Cybear, Inc.
10.10               Employment Agreement dated February 1, 2000 by and between MedPlus, Inc.
                    and Philip S. Present II
10.11               Employment Agreement dated February 1, 2000 by and between MedPlus, Inc.
                    and Thomas Wagner
10.12               Employment Agreement dated February 15, 2000 by and between Peter
                    Stephan and MedPlus, Inc.
10.13               Employment Agreement dated February 1, 2000 by and between Daniel A.
                    Silber and MedPlus, Inc.
10.14               Employment Agreement dated February 1, 2000 by and between Paul F.
                    Albrecht and MedPlus, Inc.
10.15               Pledge and Security Agreement dated March 1, 2000 by and between MedPlus,
                    Inc. and LV Acquisition, LLC
10.16               Stock Redemption Agreement dated March 1, 2000 by and between MedPlus, Inc.
                    and Learning Voyage, Inc.
10.17               Promissory Note dated March 1, 2000 from Learning Voyage, Inc.
10.18               Common Stock Warrant dated March 1, 2000 for 80,000 shares of
                    Learning Voyage, Inc.
13                  Annual Report to Shareholders                                                See note 7
21                  Subsidiaries of MedPlus, Inc.
23                  Consent of KPMG LLP

</TABLE


Note 1: Incorporated by reference to the Company's Report on Form
8-K filed on February 11, 1998.

Note 2: Amended Articles of Incorporation are attached hereto and
the Company's Code of Regulations is Incorporated by reference to
the Registration Statement on Form SB-2, Registration No. 33-
77896C, effective May 24, 1994.

Note 3: Incorporated by reference to the Registration Statement on
Form S-1, Registration No. 33-98696, effective November 21, 1995.

Note 4: Incorporated by reference to the Company's Annual Report
on Form 10-KSB filed March 27, 1997.

Note 5: Incorporated by reference to the Company's Annual Report
on Form 10K-SB filed May 3, 1999.

Note 6: Incorporated by reference to the Company's Report on Form
8-K filed on June 9, 1999.

Note 7: Pursuant to general Instruction F of Form 10-KSB and
Regulation 240.14a(d) of the Securities Exchange Act of 1934, the
Issuer's Annual Report to the Security Holders for its fiscal year
ended January 31, 2000 has been combined with the required
information of Form 10-KSB and is being filed with the U.S.
Securities and Exchange Commission and submitted to the
registrant's shareholders on an integrated basis.

      (b) No Reports on Form 8-K were filed during the three-month
period ended January 31, 2000.



SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

          MEDPLUS, INC., Registrant


         By:  /s/ Richard A. Mahoney
              Richard A. Mahoney
              President
         Date:  April 28, 2000

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Signature                     Title                    Date

/s/ Richard A. Mahoney    Chairman of the Board,    April 28, 2000
Richard A. Mahoney        Chief Executive Officer
                          and President (Principal
                          Executive Officer)

/s/ Daniel A. Silber      Vice President of         April 28, 2000
Daniel A. Silber          Finance and Chief
                          Financial Officer
                          (Principal Financial and
                          Accounting Officer)

/s/ Philip S. Present II  Chief Operating Officer   April 28, 2000
Philip S. Present II      and Director

/s/ Robert E. Kenny III   Secretary and Director    April 28, 2000
Robert E. Kenny III

/s/ Edward L. Cahill      Director                  April 28, 2000
Edward L. Cahill

/s/ Jay Hilnbrand         Director                  April 28, 2000
Jay Hilnbrand

/s/ Martin A. Neads       Director                  April 28, 2000
Martin A. Neads

/s/ Edward L. Samek       Director                  April 28, 2000
Edward L. Samek

/s/ Paul Stein            Director                  April 28, 2000
Paul Stein




Exhibit 21



Subsidiaries of MedPlus, Inc.



ChartMaxx, Inc.: an Ohio corporation wholly owned by MedPlus, Inc.

FutureCORE, Inc.: an Ohio corporation wholly owned by MedPlus,
Inc.

Synergis Acquisition, Inc.: an Ohio corporation wholly owned by
MedPlus, Inc.

Synergis Technologies, Inc.: an Ohio corporation wholly owned by
MedPlus, Inc.

Universal Document Management Systems, Inc.: an Ohio corporation
wholly owned by
MedPlus, Inc.

Valcor Associates, Inc.: a Pennsylvania corporation wholly owned
by MedPlus, Inc.



Exhibit 23



Consent Independent Auditors



The Board of Directors
MedPlus, Inc.:

We consent to the incorporation by reference in the registration
statements of MedPlus, Inc. and subsidiaries on Form S-8 (No. 33-
94426) and Form S-3 (No. 333-20547) of our report dated April 14,
2000, relating to the consolidated balance sheets of MedPlus, Inc.
and subsidiaries as of January 31, 2000 and 1999, and the related
consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three year period ended
January 31, 2000, which report appears in the January 31, 2000
annual report on Form 10-KSB of MedPlus, Inc. and subsidiaries.

/s/ KPMG, LLP


Cincinnati, Ohio
April 14, 2000









</TABLE>