==============================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 13E-3
Rule 13E-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
------------------------
MEDPLUS, INC.
(Name of the Issuer)
------------------------
QUEST DIAGNOSTICS INCORPORATED
Q-M MERGER SUB, INC.
(Names of Persons Filing Statement)
------------------------
Common Stock, no par value
(Title of Class of Securities)
------------------------
585 04P 103
(CUSIP Number of Class of Securities)

Leo C. Farrenkopf, Jr., Esq. Leo C. Farrenkopf, Jr., Esq.
Quest Diagnostics Incorporated Q-M Merger Sub, Inc.
One Malcolm Avenue c/o Quest Diagnostics Incorporated
Teterboro, New Jersey 07608 One Malcolm Avenue
(201) 393-5289 Teterboro, New Jersey 07608
(201) 393-5289

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)

------------------------
Copy to:
Clare O'Brien, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-2), Regulation
14C (ss.ss. 240.14c-1 through 240.14c-101), or Rule 13e-3(c) (ss.
240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").

b. [ ] The filing of a registration statement under the Securities Act of
1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [X]

Check the following box if the filing is a final amendment reporting the
results of the transaction. [ ]

Calculation of Filing Fee
====================================================================
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------
$17,613,199 $3,522.64
=========================================================================

[x] Check the box if any part of the fee is offset as provided by ss.
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

* Based upon 6,264,302 shares of common stock and 2,371,815 shares of preferred
stock of MedPlus outstanding (excluding shares of common stock of MedPlus
already owned by Quest Diagnostics) being purchased in connection with the
merger for $2.00 per share, and 1,002,839 MedPlus warrants being purchased at
the spread of $.34 per warrant.

** Pursuant to Rule 0-11(b), the filing fee was determined at 1/50 of 1% of
$17,613,199, the value of outstanding securities of MedPlus (excluding
securities already owned by Quest Diagnostics) being purchased in connection
with the merger.

Amount Previously Paid: $5,273.54 Filing Party: MedPlus, Inc.
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A Date Filed: May 21, 2001

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SECTION 13E-3 TRANSACTION STATEMENT

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed jointly by Quest Diagnostics Incorporated, a Delaware
corporation ("Quest Diagnostics"), and Q-M Merger Sub, Inc., an Ohio corporation
("Merger Sub" and, together with Quest Diagnostics, the "Filing Persons"), in
connection with the Agreement and Plan of Merger, dated as of April 25, 2001
(the "Merger Agreement"), by and among MedPlus, Inc., an Ohio corporation
("MedPlus"), Quest Diagnostics and Merger Sub, which provides, among other
things, for the merger (the "Merger") of Merger Sub with and into MedPlus. The
filing of this Schedule 13E-3 does not constitute an admission by either Filing
Person that it or any of its affiliates is an affiliate of MedPlus for purposes
of Rule 13e-3 under the Act.

On August 3, 2001, MedPlus filed with the Securities and Exchange
Commission ("SEC") a preliminary proxy statement on Schedule 14A (the "Proxy
Statement") pursuant to Section 14(a) and Regulation 14A of the Act, relating to
the annual meeting of shareholders of MedPlus at which shareholders of MedPlus
will consider and vote upon a proposal to adopt and approve the Merger Agreement
and approve the Merger. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment. This Schedule 13E-3
will be amended, if necessary, to reflect such completion or amendment of the
Proxy Statement.

The information in the Proxy Statement, including all appendices thereto,
is hereby expressly incorporated herein by reference. The responses to each item
in this Schedule 13E-3 are qualified in their entirety by the information
contained in the Proxy Statement and the appendices thereto. The cross-reference
sheet which follows shows the location in the Proxy Statement of the information
required to be included in response to the items of this Schedule 13E-3.

Item 1. Summary Term Sheet.

Regulation M-A
Item 1001

The information set forth in the Proxy Statement under the
caption "Summary Term Sheet" is incorporated herein by reference.

Item 2. Subject Company Information.

Regulation M-A
Item 1002

(a) The name of the Subject Company is MedPlus, Inc. The information
set forth in the Proxy Statement under the captions "Summary --
The Companies" and "The Companies -- MedPlus" is incorporated
herein by reference.

(b) The information set forth in the Proxy Statement under the
caption "The Annual Meeting -- Record Date, Voting Rights and
Votes Required" is incorporated herein by reference.

(c)-(d) The information set forth in the Proxy Statement under the
caption "Selected Historical Financial Information" is
incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in the Proxy Statement under the
caption "Special Factors - Background of the Merger" is
incorporated herein by reference.

Item 3. Identity and Background of the Filing Persons.

Regulation M-A
Item 1003 (a) through (c)

(a) The information set forth in the Proxy Statement under the
captions "Summary -- The Companies", "The Companies -- Quest
Diagnostics" and "The Companies -- Q-M Merger Sub" is
incorporated herein by reference. Merger Sub is a wholly owned
subsidiary of Quest Diagnostics. The information concerning the
directors of Quest Diagnostics set forth in the Quest Diagnostics
definitive proxy statement on Schedule 14A dated April 12, 2001
(the "Quest Diagnostics Proxy Statement") under the caption
"Election of Directors" is incorporated herein by reference.
Information concerning the executive officers of Quest
Diagnostics set forth in the Quest Diagnostics annual report on
Form 10-K for the year ended December 31, 2000 (the "Quest
Diagnostics Annual Report") under the caption "Directors and
Executive Officers of the Registrant" is incorporated herein by
reference. Messrs. Surya Mohapatra and Robert Hagemann are the
directors of Merger Sub. The executive officers of Merger Sub are
Messrs. Surya Mohapatra and Robert Hagemann. Information
concerning such directors and executive officers set forth in the
Quest Diagnostics Annual Report under the caption "Directors and
Executive Officers of the Registrant" is incorporated herein by
reference. The address of each of Quest Diagnostics and Merger
Sub and, unless otherwise provided in Item 3 (c) below, each of
the directors and executive officers of Quest Diagnostics and
Merger Sub is, c/o Quest Diagnostics Incorporated, One Malcolm
Avenue, Teterboro, New Jersey 07608. The filing of this Schedule
13E-3 does not constitute an admission by either Filing Person or
any of its affiliates that it is an affiliate of MedPlus for
purposes of Rule 13e-3 under the Act.

(b) The information set forth in the Proxy Statement under the
captions "Summary -- The Companies", "The Companies -- Quest
Diagnostics" and "The Companies -- Q-M Merger Sub" is
incorporated herein by reference.

Neither Filing Person (i) has been convicted in a criminal
proceeding during the past five years (excluding any traffic
violations or similar misdemeanors) or (ii) has been a party
to any judicial or administrative proceeding during the past
five years (except for matters that were dismissed without
sanction or settlement) that

resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.

(c) (1)-(5) The information concerning the directors and executive
officers of Quest Diagnostics and Merger Sub is set forth below.
Unless otherwise indicated, the principal business address of
each of the directors and officers of Quest Diagnostics is c/o
Quest Diagnostics Incorporated, One Malcolm Avenue, Teterboro,
New Jersey 07608. To the best of the Filing Persons' knowledge,
none of the directors or executive officers of Quest Diagnostics
(i) has been convicted in a criminal proceeding during the past
five years (excluding any traffic violations or similar
misdemeanors) or (ii) has been a party to any judicial or
administrative proceeding during the past five years (except for
matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws. Each of the
directors and executive officers of Quest Diagnostics is a
citizen of the United States.

Messrs. Surya Mohapatra and Robert Hagemann are the directors
of Merger Sub. The executive officers of Merger Sub are
Messrs. Surya Mohapatra and Robert Hagemann. Unless otherwise
indicated below, the principal business address of each of the
directors and officers of Merger Sub is c/o Quest Diagnostics
Incorporated, One Malcolm Avenue, Teterboro, New Jersey 07608.
To the best of the Filing Persons' knowledge, none of the
directors or officers of Merger Sub has been convicted in a
criminal proceeding during the past five years (excluding any
traffic violations or similar misdemeanors) or (ii) has been a
party to any judicial or administrative proceeding during the
past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws. Each of the directors and
executive officers of Merger Sub is a citizen of the United
States.

Name Current Principal Occupation or Employment and
Material Positions held during the past Five Years

Kenneth D. Brody KENNETH D. BRODY is the founding partner of Winslow Partners
Director of Quest LLC, a Washington, D.C. private investment firm with an
Diagnostics address at 1300 Connecticut Ave N.W., 8th Floor, Washington,
DC 20036. He is also the co-founder and principal of Taconic
Capital Advisors, an investment adviser firm with an address
at 375 Park Avenue, Suite 1904, New York, NY 10152. From
1993 to early 1996, he was the chairman and president of the
Export-Import Bank of the United States, a position to which
he was appointed by President Clinton. From 1971 to 1991,
Mr. Brody was with

Goldman, Sachs & Co., where he was a partner and member of
the management committee. Mr. Brody is a director of Federal
Realty Investment Trust. Mr. Brody has been a director of
Quest Diagnostics since January 1997. Mr. Brody's principal
business address is c/o Winslow Partners LLC, 1300
Connecticut Ave N.W., 8th Floor, Washington, DC 20036.

William F. Buehler WILLIAM F.BUEHLER recently retired as Vice Chairman of Xerox
Director of Quest Corporation, 800 Long Ridge Road, Stamford CT 06904, which
Diagnostics he joined in 1991. Prior to joining Xerox, Mr. Buehler spent
27 years with AT&T, primarily in sales, marketing and
general management positions. Mr. Buehler is a director of
A.O. Smith. Mr. Buehler has been a director of Quest
Diagnostics since July 1998.

Van C. Campbell VAN C. CAMPBELL retired in 1999 as Vice Chairman of Corning
Director of Quest Incorporated,which he joined in 1965. Corning
Diagnostics Incorporated's executive office is located at One Riverfront
Plaza, Corning, New York, NY 14831. He was
elected treasurer in 1972, a vice president in 1973,
financial vice president in 1975 and senior vice president
for finance in 1980. He became general manager of the
Consumer Products Division in 1981. Mr. Campbell was elected
vice chairman and a director in 1983 and during 1995 was
appointed to the additional position of chairman of Corning
Life Sciences Inc. He is a director of Armstrong World
Industries, Inc. Mr. Campbell has been a director of Quest
Diagnostics since January 1991.

Mary Cirillo MARY A. CIRILLO is Chairman of OPCENTER, which provides help
Director of Quest desk and network operations services. OPCENTER address is
Diagnostics 660 Madison Avenue 14th Floor, New York, NY 10021. She is
Chairman of Contentprose LLC, which provides support for
website content development and maintenance. Contentprose
LLC's address is 54 Broad Street 2nd Floor Red Bank, NJ
07701. She was Chief Executive Officer of Global
Institutional Services of Deutsche Bank, 130 Liberty Street,
New York, NY 10006, from July 1999 until February 2000.
Previously, she served as Executive Vice President and
Managing Director of Bankers Trust Company (which was
acquired by Deutsche Bank), which she joined in 1997. From
1977 to 1997, she was with Citibank, N.A., 399 Park Avenue,
New York, New York 10043, most recently serving as Senior
Vice President. From April 1994 until she joined Bankers
Trust Company, Ms. Cirillo was responsible for Citibank's
Global Relationship Banking

Operations and Technology Group, which supported the
infrastructure and information technology needs of the North
America, Europe and Japan global markets. Ms. Cirillo
previously served as the Senior Corporate Officer for
Citicorp's Business Evaluation and Corporate Re-engineering
Unit. Ms. Cirillo is a director of Cisco Systems, Inc. Ms.
Cirillo has been a director of Quest Diagnostics since April
1997. Ms. Cirillo's principal business address is c/o
OPCENTER, 660 Madison Avenue 14th Floor, New York, NY 10021.

Kenneth W. Freeman KENNETH W. FREEMAN is Chairman of the Board and Chief
Director and Executive Officer of Quest Diagnostics. Mr. Freeman joined
Chairman of the Quest Diagnostics in May 1995 as President and Chief
Board and CEO of Executive Officer, was elected a director in July 1995 and
Quest Diagnostics was elected Chairman of the Board in December 1996. Prior to
1995, he served in a variety of financial and managerial
positions at Corning Incorporated, which he joined in 1972.
He was elected Controller and a Vice President of Corning in
1985, Senior Vice President in 1987, and General Manager of
the Science Products Division in 1989. He was appointed
President and Chief Executive Officer of Corning Asahi Video
Products Company in 1990. In 1993, he was elected Executive
Vice President of Corning. Mr. Freeman is a director of
MedPlus, Inc. and TRW Inc.

William R. Grant WILLIAM R. GRANT has been Chairman of Galen Associates, a
Director of Quest New York investment firm, since 1989. Galen Associates'
Diagnostics address is 610 Fifth Avenue, New York, NY 10020. From 1987
to 1989 he was Chairman of New York Life International and
from 1979 to 1987 of MacKay-Shields Financial Corp. He is
also a former director and Vice-Chairman of SmithKline
Beecham plc, and is currently a director of Allergan, Inc.,
Massey Energy Co., MiniMed, Inc., Ocular Sciences and
Vasogen Inc. He has been a director of Quest Diagnostics
since August 1999. His principal business address is Galen
Associates, 610 Fifth Avenue, New York, NY 10020.

Dan C. Stanzione DAN C. STANZIONE is President Emeritus of Bell Laboratories
Director of Quest at LucentTechnologies Incorporated, 600 Mountain Avenue,
Diagnostics Murray Hill, New Jersey,NJ 07974. Dr. Stanzione began his
career in 1972 with Bell Labs, where he led the teams
working on the first microprocessors and digital signal
processors. He was appointed president of Network Systems,
Lucent's largest business unit, in 1996 and was appointed
Chief Operating Officer of Lucent in 1997. Dr.

Stanzione is a director of Avaya Inc. Dr. Stanzione has been
a director of Quest Diagnostics since January 1997.

Gail R. Wilensky GAIL R. WILENSKY is the John M. Olin Senior Fellow at
Director of Quest Project HOPE, an international non-profit health foundation,
Diagnostics which she joined in 1993.The address of Project HOPE is
Suite 600, 7500 Old Georgetown Road, Bethesda, MD
20814-6133. She is currently the chair of the Medicare
Payment Advisory Commission, 1730 K Street NW, Suite 800,
Washington, DC 20006, which advises Congress on all issues
relating to Medicare. From 1995 to 1997 she chaired the
Physician Payment Review Commission, which advised Congress
on physician payment and other Medicare issues. In 1992 and
1993, Dr. Wilensky served as a deputy assistant to President
Clinton for policy development relating to health and
welfare issues. From 1990 to 1992, she was the administrator
of the Health Care Financing Administration where she
directed the Medicare and Medicaid programs. Dr. Wilensky is
a director of Advanced Tissue Sciences Inc., Gentiva Health
Services, Inc., Manor Care Inc., Syncor Corporation and
United Healthcare Corporation Unitedhealth Group Center. Dr.
Wilensky has been a director of Quest Diagnostics since
January 1997. Dr. Wilensky's principal business address is
c/o Project HOPE, Suite 600, 7500 Old Georgetown Road,
Bethesda, MD 20814-6133.

John B. Ziegler JOHN B. ZIEGLER is the President, Worldwide Consumer
Director of Quest Healthcare, of GlaxoSmithKline (the parent of SmithKline
Diagnostics Beecham plc), One Franklin Plaza, Phipadelphia, PA 19102.
Mr. Ziegler joined SmithKline Beecham in 1991 as the head of
SB Consumer Healthcare-North American Division. He became
Executive Vice President of SmithKline Beecham in 1996 and
assumed his current responsibilities in 1998. He has been a
director of Quest Diagnostics since May 2000. His principal
business address is c/o Worldwide Consumer Healthcare,
GlaxoSmithKline, One Franklin Plaza, Phipadelphia, PA 19102.

Surya N. Mohapatra SURYA N. MOHAPATRA, Ph.D. is President and Chief Operating
President and Officer of Quest Diagnostics. Prior to joining Quest
Chief Operating Diagnostics in February 1999 as Senior Vice President and
Officer of Quest Chief Operating Officer, he was Senior Vice President of
Diagnostics; Picker International, 595 Miner Road, Cleveland, OH 44143,
Director and a worldwide leader in advanced medical imaging technologies,
Executive Officer where he served in various executive positions during his
of Merger Sub 18-year tenure.

Richard L. Bevan RICHARD L. BEVAN is Corporate Vice President for Human
Corporate Vice Resources of Quest Diagnostics. From 1982 until August 1999,
President for Mr. Bevan served in a variety of human resources positions
Human Resources for SmithKline Beecham's pharmaceutical and clinical
of Quest laboratory businesses, most recently serving as Vice
Diagnostics President and Director of Human Resources-Operations for
SmithKline Beecham Clinical Laboratories, One Franklin
Plaza, 200 North Street, Philadelphia PA 19102. Mr. Bevan
was appointed Corporate Vice President for Human Resource
Strategy and Development in August 1999, and to his present
position in January 2001.

Julie A. Clarkson JULIE A. CLARKSON is Corporate Vice President for
Corporate Vice Communications and Public Affairs of Quest Diagnostics. Ms.
President for Clarkson has overall responsibility for internal and
Communications and external communications and government affairs. Ms.
Public Affairs of Clarkson has more than 12 years of experience in sales and
Quest Diagnostics operations with Quest Diagnostics, most recently serving as
Vice President for Business Development in Europe. She
assumed her current responsibilities in August 1999.

Kenneth R. Finnegan KENNETH R. FINNEGAN is Corporate Vice President for Business
Corporate Vice Development of Quest Diagnostics. Mr. Finnegan has overall
President for responsibility for business development activities,
Business including strategy development, acquisitions and investments
Development of Mr. Finnegan joined Quest Diagnostics in July 1997 as Vice
Quest Diagnostics President and Treasurer and assumed his current
responsibilities in July 2000. Prior to joining Quest
Diagnostics, Mr.Finnegan served as Assistant Treasurer at
General Signal Corporation, One High Ridge Park, Stamford,
Connecticut 06905.

Robert A. Hagemann ROBERT A. HAGEMANN is Corporate Vice President and Chief
Corporate Vice Financial Officer of Quest Diagnostics. He joined Corning
President and Life Sciences, Inc., in 1992, where he held a variety of
Chief Financial senior financial positions before being named Vice President
Officer of Quest and Corporate Controller of Quest Diagnostics in 1996.
Diagnostics; Prior to joining Quest Diagnostics, Mr. Hagemann was
Director and employed by Prime Hospitality, Inc. and Crompton & Knowles,
Executive Officer Inc. in senior financial positions. He was also previously
of Merger Sub associated with Ernst & Young. Mr.Hagemann assumed his
present responsibilities in August 1998.

Gerald C. Marrone GERALD C. MARRONE is Senior Vice President, Administration
Senior Vice and Chief Information Officer of Quest Diagnostics. Prior
President, to joining Quest Diagnostics in November 1997 as Chief
Administration and Information Officer, Mr. Marrone was with

Chief Information Citibank, N.A.,111 Wall Street, New York, New York 10005,
Officer of Quest for 12 years. During his tenure he was most recently Vice
Diagnostics President, Division Executive for Citibank's Global
Production Support Division. While at Citibank, he was
also the Chief Information Officer of Citibank's Global
Cash Management business. Prior to joining Citibank, he
was the Chief Information Officer for Memorial
Sloan-Kettering Cancer Center in New York for five years.

Michael E. Prevoznik MICHAEL E. PREVOZNIK is Corporate Vice President for
Corporate Vice Legal and Compliance and General Counsel of Quest
President for Diagnostics. Prior to joining SmithKlineBeecham
Legal and Compliance Clinical Laboratories in 1994 as its Chief Legal
and General Counsel Compliance Officer, Mr. Prevoznik was with Dechert
of Quest Price & Rhodes. In 1996, he became Vice President and
Diagnostics Chief Legal Compliance Officer for SmithKline Beecham
Healthcare Services, One Franklin Plaza, 200 North
Street, Philadelphia PA 19102. In 1998, he was
appointed Vice President, Compliance for SmithKline
Beecham, assuming additional responsibilities for
coordinating all compliance activities within
SmithKline Beecham worldwide. Mr. Prevoznik assumed
his current responsibilities with Quest Diagnostics in
August 1999.

(d) Not applicable.

Item 4. Terms of the Transaction.

Regulation M-A
Item 1004 (a) and (c) through (f)

(a)(1) Not applicable.

(a)(2)(i) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger Generally",
"Special Factors -- Background of the Merger", and "Special
Factors -- Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by
reference.

(a)(2)(ii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger Generally",
"Summary - The Merger Agreement" and "Special Factors --
Background of the Merger" is incorporated herein by reference.

(a)(2)(iii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary - The Merger Generally",
"Special Factors -- Background of the Merger" and "Special
Factors - Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by
reference.

(a)(2)(iv) The information set forth in the Proxy Statement under the
captions "The Annual Meeting -- Record Date, Voting Rights and
Votes Required" and "Special Factors - Background of the Merger"
is incorporated herein by reference.

(a)(2)(v) None.

(a)(2)(vi) The information set forth under the caption "Special Factors --
Accounting Treatment" is incorporated herein by reference.

(a)(2)(vii) The information set forth under the captions "Summary -- Certain
Federal Income Tax Consequences" and "Special Factors -- Certain
Federal Income Tax Consequences" is incorporated herein by
reference.

(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Interests of Certain
Persons in the Merger", "Special Factors -- Interests of Certain
Persons in the Merger", "Certain Related Agreements -- Voting
Agreement", "Certain Related Agreements -- Employment Agreements"
and "Executive Compensation -- Employment Agreements" is
incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Summary -- Rights of Dissenting Shareholders", "The
Annual Meeting -- Rights of Dissenting Shareholders" and "Rights
of Dissenting Shareholders" is incorporated herein by reference.

(e) None.

(f) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A
Item 1005 (a) through (c) and (e)

(a)(1), (2) The information set forth in the Proxy Statement under the
caption "Special Factors - Background of the Merger" and
"Election of Directors -- Certain Relationships and Related
Transactions" is incorporated herein by reference. The
information set forth in MedPlus' Quarterly Report on Form 10-QSB
for the quarterly period ended April 30, 2001 under the caption
"Notes to Consolidated Financial Statements--Note (5)" and the
information set forth in MedPlus' Annual Report on Form 10-KSB
for the fiscal year ended January 31, 2001 under the caption
"Notes to Consolidated Financial Statements--Note (14)" is
incorporated herein by reference.

(b),(c) The information set forth in the Proxy Statement under the
captions "Summary -- Interests of Certain Persons in the Merger",
"Special Factors -- Background of the Merger", "Special Factors
-- Interests of Certain Persons in the Merger", "Certain Related
Agreements - Voting Agreement" and "Certain Related Agreements -
Credit Agreement" is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- Interests of Certain
Persons in the Merger", "Special Factors -- Interests of Certain
Persons in the Merger", "The Merger Agreement -- Stock Options",
"The Merger Agreement -- Warrants", "Certain Related Agreements",
"Election of Directors -- Security Ownership of Certain
Beneficial Owners and Management" and "Election of Directors --
Certain Relationships and Related Transactions" is incorporated
herein by reference.

Item 6. Purposes of the Transaction and Plans and Proposals.

Regulation M-A
Item 1006 (b) and (c) (1) through (8)

(b) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- The Merger Generally",
"Summary -- The Merger Agreement", "The Merger Agreement --
Conversion of Securities", "The Merger Agreement -- Stock
Options" and "The Merger Agreement - Warrants" is incorporated
herein by reference.

(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary", "The Merger Agreement"
and "Special Factors -- Consequences of the Merger" is
incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

Regulation M-A
Item 1013

(a)-(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Special Factors -- Background
of the Merger" and "Special Factors -- Reasons for the Merger;
Recommendations of the Board of Directors; Fairness of the
Merger" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "Summary -- The Merger Generally",
"Summary -- Certain Federal Income Tax Consequences", "Special
Factors -- Reasons for the Merger; Recommendation of the Board of
Directors; Fairness of the Merger", "Special Factors --
Consequences of the Merger", "Special Factors -- Accounting
Treatment", "Special Factors -- Certain Federal Income Tax
Consequences" and "The Merger Agreement" is incorporated herein
by reference. In connection with the Merger, Quest Diagnostics
took an approximate $2.4 million charge for the fiscal quarter
ended June 30, 2001. This charge represents Quest Diagnostics'
equity share of MedPlus' net loss from June 2000, when Quest
Diagnostics initially acquired its shares of common stock of
MedPlus.

Item 8. Fairness of the Transaction.

Regulation M-A
Item 1014

(a) The information set forth in the Proxy Statement under the
caption "Special Factors -- Reasons for the Merger;
Recommendation of the Board Directors; Fairness of the Merger" is
incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger" and
"Special Factors -- Reasons for the Merger; Recommendation of the
Board Directors; Fairness of the Merger" is incorporated herein
by reference.

(c) The information contained in the Proxy Statement under the
captions "Summary Term Sheet", Summary -- Record Date for Voting;
Votes Required", "The Annual Meeting -- Record Date, Voting
Rights and Votes Required", "Special Factors - Reasons for the
Merger; Recommendation of the Board of Directors; Fairness of the
Merger" and "Certain Related Agreements -- Voting Agreement" is
incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger" and
"Special Factors - Opinion of Financial Advisor" is incorporated
herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger" and
"Special Factors -- Reasons for the Merger; Recommendation of the
Board of Directors; Fairness of the Merger" is incorporated
herein by reference.

(f) Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations.

Regulation M-A
Item 1015

(a)-(c) The Filing Persons received no reports, opinions or appraisals
from an outside party that is materially related to the merger.
The fairness opinion of KPMG Consulting, Inc., financial advisor
to the special committee of MedPlus' board of directors, is
attached to the Proxy Statement as Appendix C and is incorporated
herein by reference. The information set forth in the Proxy
Statement under the captions "Special Factors -- Background of
the Merger", "Special Factors -- Reasons for the Merger;
Recommendation of the Board of Directors; Fairness of the Merger"
and "Special Factors -- Opinion of Financial Advisor" is
incorporated herein by reference.

Item 10. Source and Amount of Funds or Other Consideration.

Regulation M-A
Item 1007

(a) The information set forth in the Proxy Statement under the
caption "Special Factors -- Sources and Amount of the Merger
Consideration" is incorporated herein by reference.

(b) None.

(c) The information set forth in the Proxy Statement under the
caption "Special Factors -- Expenses and Fees" is incorporated
herein by reference. The expenses of Quest Diagnostics in
connection with the Merger are its outside legal expenses and
disbursements, which are estimated to be $350,000.

(d) (1)-(2) Not applicable.

Item 11. Interest in Securities of MedPlus.

Regulation M-A
Item 1008

(a) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger" and
"Election of Directors -- Security

Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.

(b) Not applicable.

Item 12. The Solicitation or Recommendation.

Regulation M-A
Item 1012 (d) and (e)

(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet" "Summary -- Interest of Certain
Persons in the Merger", "The Annual Meeting -- Record Date,
Voting Rights and Votes Required", "Special Factors -- Interests
of Certain Persons in the Merger" and "Certain Related Agreements
-- Voting Agreement" is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet", "The Annual Meeting --Record Date,
Voting Rights and Votes Required" and "Special Factors -- Reasons
for the Merger; Recommendation of the Board of Directors;
Fairness of the Merger" is incorporated herein by reference.

Item 13. Financial Statements.

Regulation M-A
Item 1010 (a) through (b)

(a) The information set forth MedPlus' Annual Report on Form 10-KSB
for the fiscal year ended January 31, 2001 under Item 7
"Financial Statements" and the information set forth in MedPlus'
Quarterly Report on Form 10-QSB for the quarterly period ended
April 30, 2001 under Part 1 "Financial Information" is
incorporated herein by reference. The information set forth in
the Proxy Statement under the caption "Selected Historical
Financial Information" is incorporated herein by reference.

(b) Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A
Item 1009

(a) The information set forth in the Proxy Statement under the
caption "The Annual Meeting -- Solicitation of Proxies" is
incorporated herein by reference.

(b) Not applicable.

Item 15. Additional Information.

Regulation M-A
Item 1011

(b) None.

Item 16. Exhibits.

Regulation M-A
Item 1016 (a) through (d), (f) and (g)

(a) (3) Preliminary Proxy Statement on Schedule 14A of MedPlus, Inc., as
filed with the SEC on August 3, 2001, is incorporated herein by
reference.

(b) Not applicable.

(c) Fairness Opinion of KPMG Consulting, Inc. attached as Appendix C
to the Proxy Statement is incorporated herein by reference.

(d) (1) Agreement and Plan of Merger, dated as of April 25, 2001, among
MedPlus, Inc., Quest Diagnostics Incorporated and Q-M Merger Sub,
Inc. attached as Appendix A to the Proxy Statement is
incorporated herein by reference.

(d) (2) Voting Agreement, dated as of April 25, 2001, among Quest
Diagnostics Incorporated, Cahill, Warnock Strategic Partners
Fund, LP, Strategic Associates, LP, The Keys Irrevocable Trust,
The Keys Plus Irrevocable Trust, Richard A. Mahoney and Philips
S. Present II, attached as Appendix D to the Proxy Statement is
incorporated herein by reference.

(f) Section 1701.85 of the Ohio Revised Code attached as Appendix B
of the Proxy Statement is incorporated herein by reference.

(g) Not applicable.

- ---------------------------

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

QUEST DIAGNOSTICS INCORPORATED

By /s/ LEO C. FARRENKOPF, JR.
----------------------------------------
Name: Leo C. Farrenkopf, Jr.
Title: Vice President and Secretary

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Q-M MERGER SUB, INC.

By /s/ LEO C. FARRENKOPF, JR.
----------------------------------------
Name: Leo C. Farrenkopf, Jr.
Title: Secretary

Dated: August 3, 2001

EXHIBIT INDEX

Exhibit No.

(a) (3) Preliminary Proxy Statement on Schedule 14A of MedPlus, Inc., as
filed with the SEC on August 3, 2001, is incorporated herein by
reference.

(c) Fairness Opinion of KPMG Consulting, Inc. attached as Appendix C
to the Proxy Statement is incorporated herein by reference.

(f) Section 1701.85 of the Ohio Revised Code attached as Appendix
B of the Proxy Statement is incorporated herein by reference.