U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-KSB/A

(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, 2001

[   ]  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

(State or other jurisdiction of

incorporation or organization) |  |  |  | 48-1094982

(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------- |  |  |  | ------------------------------------------------
|                                                                      |  | 

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

| | 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, 2001
were $10,332,000.

The aggregate market value of the voting stock held by non-affiliates of the Company as of April
13, 2001 was $6,121,100, based on the average bid and ask price of such stock on that date as
reported on the Nasdaq National Market.

As of April 13, 2001, 8,175,267 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 26, 2001 are incorporated by reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):

Yes                No    X

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

General

MedPlus(R),Inc. (the "Company") is a leading developer and integrator for clinical connectivity
and data management solutions for healthcare organizations and clinicians.  These solutions
efficiently and securely collect, store, manage and retrieve clinical and other information within
an organization, enterprise or community via virtual private networks and/or the Internet. The
Company also provides workflow and content management solutions to customers in a variety of
industries.  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 solutions include eMaxxTM physician-focused
clinical integration portal solution), ChartMaxxTM electronic patient record solution) and
OptiMaxx(R) records storage and retrieval solution).  These products have been implemented in
more than 125 hospitals throughout North America.

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.

On April 2, 2001, the Company announced that its board of directors authorized management to
enter discussions for an acquisition of the Company by Quest Diagnostics Incorporated, a related
party to the Company.  This action was taken by the board of directors after concluding that the
current operating performance of the Company, coupled with the recent and continued downturn
in the capital markets, have adversely affected the Company's ability to raise the debt or equity
financing necessary to fund the Company's ongoing operations. Quest Diagnostics, which owns
approximately 18% of MedPlus' outstanding voting stock, has proposed to acquire all of the
remaining outstanding shares of preferred and common stock at $2.00 per share in cash.  On
April 26, 2001, the Company and Quest Diagnostics executed a definitive merger agreement, the
closing of which is contingent upon various items including obtaining majority shareholder
approval of the transaction.

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.

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

Revenue Cycle

The majority of the Company's revenues are derived from systems sales, including software
licenses and hardware, support contracts and installation, implementation, training 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, training, custom software development and process
improvement services. Revenues from support contracts and consulting services have historically
increased as the number of installed systems has increased. 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 to fully utilize its customer support, implementation and
consulting personnel. The Company recognizes eMaxx revenue under an Application Service
Provider ("ASP") model on a transactional basis.  To date, revenue for this business has not been
material.

The decision by a healthcare 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 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.  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 a one-time fee 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 that 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, 2001 had an accumulated deficit of approximately $22.6 million. The Company's
software development efforts, the development of new products and the Company's eHealth
business, 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 funded by future 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 and to meet its delivery commitments.
As a result, there can be no assurance that the Company will ever achieve significant revenues or
profitable operations.

Discontinued Operations

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.
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, a two-year $450,000 note (which
was settled in January 2001 for $350,000), and a warrant to purchase 10% of the outstanding
shares of DiaLogos common stock.

Results of Operations

Years Ended January 31, 2001 and 2000

Revenues:  Revenues for the year ended January 31, 2001 were $10,332,000, a decrease of
$2,205,900, or 18% over the $12,537,900 reported for fiscal 2000.  Systems sales decreased
$3,311,800, or 40%, from the year ended January 31, 2000 primarily as a result of the recognition
of a significant ChartMaxx license sold in the fourth quarter of the prior fiscal year. Systems
revenues were also lower in fiscal 2001 due to a decrease in the number of OptiMaxx sales
recognized over the prior year.  Although the Company has executed more ChartMaxx contracts
in the current year in comparison to the prior year, the Company is recognizing certain system
sales under the percentage completion method of accounting, which effectively defers revenue
and cost to future periods.  Although the Company is optimistic about its current pipeline, there
is no guarantee that this trend of increased ChartMaxx contract executions will continue in the
future.  Support and consulting revenues increased $1,105,900, or 27%, from the year ended
January 31, 2000 due to increased support and consulting revenues from the Company's
ChartMaxx product lines as the number of installed sites of these products continued to increase.
Additionally, fiscal 2001 also included the positive impact of recognizing $500,000 of consulting
revenue for a significant contract.  The Company's eHealth business is still in the preliminary
stages of development and significant revenues from this initiative are not expected in the near-term.

Gross Profit:  Gross profit for the year ended January 31, 2001 was $2,871,600, or 28% of
revenue, compared to $5,237,700, or 42% of revenue, for the year ended January 31, 2000. The
gross profit percentage on systems sales decreased from 52% for the year ended January 31, 2000
to 36% for the year ended January 31, 2001 due to lower margin system sales and additional
expenses related to the Company's OptiMaxx product line. The gross profit percentage for
support and consulting revenues remained relatively comparable at 20% for both years. Although
the Company experienced increased support revenues on the Company's products, the Company
also had an increase in customer support, installation, and consulting personnel related to its
growth initiative.  In addition, fiscal 2001 included the positive impact of recognizing
approximately $500,000 of consulting revenue for a significant ChartMaxx contract, which is not
necessarily indicative of a future trend in margin.  The Company does anticipate a gradual
improvement in the support and consulting revenue as service contracts relating to the
Company's products continue to increase.  However, 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, 2001 were $9,257,700
compared to $8,112,100 for fiscal 2000, an increase of $1,145,600, or 14%. In total, eHealth
related expenses accounted for approximately $1,100,000 of the increase from the prior year.
Sales and marketing expenses decreased by $142,600, or 4%, between periods.  The decrease is
largely due to a curtailment of expenses in this category.  The Company also incurred sales and
marketing eHealth costs of $385,000 in the current fiscal year and the prior year's sales and
marketing expense included a one-time $246,000 expense incurred in the prior year related to the
settlement of a lawsuit.  Research and development expenses increased $1,101,400, or 69%,
compared to the prior year.  This increase relates to personnel increases in the area of product
development as the Company has doubled its resources to facilitate product development of its
existing products as well as the development related to its eHealth business.  The Company
believes that product development related activities are the cornerstone to maintaining a
competitive position in the market and will continue to invest in these types of activities.
General and administrative expenses increased by $186,800, or 6%, primarily due to a $100,000
in the current year related to the settlement of a lawsuit.

Other Income (Expense): Other income (expense), net, consisted primarily of interest income,
interest expense, other non-operating expenses and expenses incurred with the Synergis
transaction in fiscal 2000.  Interest expense decreased between years due to the repayment of all
of the Company's existing debt during fiscal 2001.  "Other income" decreased from $140,800 for
fiscal 2000 to $10,400 for fiscal 2001.  "Other income" for fiscal 2001 included interest income,
offset by several non-recurring items including expenses of $90,000 related to an estimated fair
value for common stock warrants that were issued in May 2000 and the write-off of $117,400
related to deferred costs due to an early repayment of the Company's subordinated notes.
Included in other income for fiscal 2000 was primarily interest income.  Expenses related to the
employment of Synergis management, acquisition, and offering costs were $179,700 for fiscal
2000 and are not anticipated to recur in the future.

Income Tax Benefit: The Company did not recognize an income tax benefit relating to its net
operating losses for fiscal 2001 or fiscal 2000 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.
As of January 31, 2001, the Company had net operating loss carryforwards of approximately $19
million.  The income tax benefit of $11,200 recognized in fiscal 2000 related to a refund for prior
tax years in excess of the amount originally estimated.

Discontinued Operations: Discontinued operations for fiscal 2001 includes the receipt of
$350,000 in cash for full consideration of a $450,000 note and associated interest relating to the
sale of DiaLogos.  As the note was fully reserved in fiscal 2000, the cash received upon
settlement of the note was included in discontinued operations for fiscal 2001.  Discontinued
operations for fiscal 2000 represents the operations of and the estimated loss on the disposal of
DiaLogos.

Preferred Stock Dividends: 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 impacted 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 conversion discount on preferred stock and the dividend requirements related to
the preferred shares 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, 2000 and 1999

Revenues:  Revenues for the year ended January 31, 2000 were $12,537,900, an increase of
$2,579,000, or 26% over the $9,958,900 reported for fiscal 1999.  Systems sales increased
$2,221,800, 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 $357,200, 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 $5,237,700, or 42% of
revenues, compared to $2,858,700, 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 $8,112,100
compared to $9,554,500 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 eMaxx, 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 $11,200 in the year ended January
31, 2000, compared to $1,616,300 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.

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.

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 $346,300.  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.

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.

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 eHealth 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 funded its operations, working capital needs and capital expenditures primarily through a
combination of cash generated by operations, the sale of operating assets, debt financing,
offerings of its common stock to the public and a preferred share equity financing. In order to
continue its strategy and remain competitive in the markets in which it operates, the Company
will require significant sources of cash.

On April 2, 2001, the Company announced that its board of directors authorized management to
enter discussions for an acquisition of the Company by Quest Diagnostics Incorporated ("Quest
Diagnostics"), a related party to the Company.  This action was taken by the board of directors
after concluding that the current operating performance of the Company, coupled with the recent
and continued downturn in the capital markets, have adversely affected the Company's ability to
raise the debt or equity financing necessary to fund the Company's ongoing operations. Quest
Diagnostics, which owns approximately 18% of MedPlus' outstanding voting stock, has proposed
to acquire all of the remaining outstanding shares of preferred and common stock at $2.00 per
share in cash.   On April 26, 2001, the Company and Quest Diagnostics executed a definitive
merger agreement, the closing of which is contingent upon various items including obtaining
majority shareholder approval of the transaction. Although the Company believes that the closing
will occur within the next few months, there is no guarantee that it will ever occur.

Additionally, in order for the Company to meet its short-term operating requirements, Quest
Diagnostics has provided the Company with a secured line of credit arrangement of up to
$5,000,000.   Management of the Company believes that this funding will be adequate for the
Company to continue to fund its operations through at least January 31, 2002 should the
acquisition discussed above not occur.

Financing

The Company had a revolving line of credit agreement with a bank, due on May 15, 2000, and
with an outstanding balance of $2,000,000 as of the due date.  The Company retired its existing
line of credit by paying off the outstanding balance with its existing cash on hand.  As a result of
the debt repayment, the Company no longer has a line of credit agreement or any other bank
credit facility.

In June 2000, the Company entered into an agreement with Quest Diagnostics, a leading provider
of diagnostic testing, information and services and a customer of the Company, to provide
approximately $9.5 million in equity financing to the Company. In addition to the equity
financing received by the Company, the chief executive officer of MedPlus sold to Quest
Diagnostics 100,000 shares of MedPlus stock.  In total, Quest Diagnostics acquired 1,918,465
shares of the Company's common stock, representing 18.4% of the voting stock of the Company.
In addition, the Company issued 2,884,513 common stock warrants with an exercise price of
$5.73 providing for a then 30% interest in the Company's total preferred, common and common
stock equivalents.  The exercise price for the warrants is subject to certain antidilution provisions
related to future issuance of the Company's common stock and convertible securities. The
agreement also provides Quest Diagnostics with a position on the Company's Board of Directors.
The proceeds will be utilized to fund working capital and investing activities and were also
utilized to repay the Company's subordinated debentures.

In December 2000, the Company executed an Agreement with a private investor fund for a $15
million equity line of credit. The Agreement runs for a thirty-six month period ending January
2004.  The Agreement provides for the Company, at its sole discretion, and subject to certain
restrictions, to periodically sell ("put") shares of its common stock to the investor. Puts can be
made every seven days in amounts ranging from $100,000 to $1,000,000, depending on the
trading volume and the market price of the stock during the draw-down period of each put,
subject to aggregate minimum puts of $500,000 over the life of the Agreement. At the time of
each put, the investor receives a discount of up to 12% from the then current average market
price, as determined under the Agreement. Pursuant to the Agreement, the Company also issued
to the investor warrants to purchase 100,000 shares of common stock at an agreed upon price per
share.  These warrants have a three-year life.  As of January 31, 2001, the Company has not
initiated any put transactions related to this equity line of credit.  During the life of the
Agreement, the Company must utilize a defined portion of the equity line of credit or be subject
to a fee of up to $250,000.

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 2001 or Fiscal 2000.  On a cumulative
basis, the Company has repurchased 200,000 shares.

<R>Material Commitment

In June 2000, the Company executed a national sales and marketing agreement with Quest
Diagnostics.  In exchange for the promotion and marketing of the Company's product, the
Company will pay Quest Diagnostics a referral fee equal to 3% of the gross revenue generated in
connection with the sale.  To-date, no fees have been paid as no sales have been earned under the
contract.</R>

Other

During the Company's Annual and Special Shareholders' meeting on July 25, 2000, the
shareholders of the Company approved, in accordance with applicable law, an amendment to the
Company's Articles of Incorporation that, when and if filed with the Ohio Secretary of State,
would increase the number of authorized shares of Common Stock to 25,000,000 and would
authorize the issuance of 5,000,000 shares of preferred stock to be designated as Series B
preferred stock.  To date, this amendment has not been filed with the Ohio Secretary of State and
therefore has not become effective.

Cash Flows from Operations and Liquidity

Cash flows used by operating activities for continuing operations for fiscal 2001 were
$5,726,400.  The principal uses were derived principally from the Company's net loss position
and the effect of various changes in working capital accounts including increases in its accounts
receivable.  Cash flows provided by operating activities for continuing operations for fiscal 2000
was $555,400, which consisted of better operating performance and improvement of working
capital for the Company during fiscal 2000.

The Company has continued to incur operating losses from continuing operations and
management has been reviewing 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. Additionally, the eHealth market is a highly competitive market
with high costs of entry.  In order to compete successfully, the Company will need to have
appropriate resources, such as the Quest Diagnostics acquisition discussed above, and must
successfully execute its current operating plan in order to be successful in this market.

Other Risk Factors

The Company manufactures and sells software technology in the healthcare 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, reliance on key partnerships and the
Company's reliance on the healthcare 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.

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 management  has a goal to position the Company for profitability by the
end of fiscal 2002, there can be no assurance that its growth plan will be sustained through
existing cash and potentially through additional debt and equity financing agreements as noted.
Management believes that the Company's current pipeline for its ChartMaxx product and the
marketing of its eHealth solution to physicians and hospitals are key opportunities to increase
cash flows from operations over the next twelve to eighteen months; however, any number of
factors outside the Company's control, including but not limited to government regulation,
specific customer purchase approval and other requirements and competence of third parties with
whom the Company contracts, could prevent such an increase from occurring as anticipated.

Although the Company has entered into an agreement for a $15 million equity line of credit with
a private investor fund, the Company's ability to draw down on the line is dependent upon a
number of factors including the trading volume and stock price of its common stock in the
market.

Finally, although the Company has entered into a definitive merger agreement with Quest
Diagnostics, Incorporated subsequent to year-end, the closing of the transaction is contingent
upon a number of factors including obtaining majority shareholder approval.  There is no
guarantee that this event will occur, or that the $5,000,000 secured line of credit entered into with
Quest Diagnostics Incorporated subsequent to year-end will be sufficient for the Company to
continue operations in the short-term should the acquisition not occur.

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

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

|Exhibit Number |  | Description of Exhibits                                                                                                                                                             |  | Sequential
Page Number
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|               |  |                                                                                                                                                                                     |  |                       
|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                                                      |  | See note 4            
|10.5           |  | OptiMaxxTM 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. ChartMaxxTM 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.                                                                                                 |  |                       
|10.19          |  | Common Stock Purchase Agreement dated December 8,
2000 between MedPlus, Inc. and Crossover Ventures, Inc.                                                                           |  | See note 7            
|<R>10.20       |  | National Sales and Marketing Agreement by and between
Quest Diagnostics Incorporated and the Company, dated
June 19, 2000</R>                                                       |  | See note 8            
|13             |  | Annual Report to Shareholders                                                                                                                                                       |  | See note 9            
|21             |  | Subsidiaries of MedPlus, Inc.                                                                                                                                                       |  |                       
|23             |  | Consent of KPMG LLP                                                                                                                                                                 |  |                       

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:  Incorporated by reference to the Company's Form S-2 filing on December 22, 2000

<R>Note 8:  Incorporated by reference to the Company's Form 10-QSB filed June 14, 2000.</R>

Note 9: 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, 2001 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, 2001.

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

Chief Executive Officer

Date:  September 6, 2001 | 
| |  |  |  | 
| |  |  |  | 

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

Richard A. Mahoney     | Chairman of the Board and Chief
Executive Officer 

(Principal Executive Officer) |                                                                                                      | 9/06/01
| |                                               
| | /s/ Daniel A. Silber

Daniel A. Silber         |                                                                                   | Vice President of Finance and
Chief Financial Officer

(Principal Financial and

Accounting Officer) |         | 9/06/01
| |                                                |                                                                                  
| | /s/ Philip S. Present II

Philip S. Present II | President, Chief Operating
Officer and Director                                   |                                                                                                      |         | 9/06/01
| |                                               
| | /s/ Robert E. Kenny III

Robert E. Kenny III   | Secretary and Director                                                            |                                                                                                      |         | 9/06/01
| |                                               
| | /s/ Edward L. Cahill

Edward L. Cahill         | Director                                                                          |                                                                                                      |         |         |  | 9/06/01
| |                                               
| | /s/ Kenneth W. Freeman

Kenneth W. Freeman     | Director                                                                          |                                                                                                      |         |         |  | 9/06/01
| |                                               
| | /s/ Martin A. Neads

Martin A. Neads           | Director                                                                          |                                                                                                      |         |         |  | 9/06/01
| |                                               
| | /s/ Edward L. Samek

Edward L. Samek           | Director                                                                          |                                                                                                      |         |         |  | 9/06/01
| |                                               
| | /s/ Paul Stein

Paul Stein                     |                                                                                   | Director                                                                                             |         |         |  |         | 9/06/01
| |