<SUBMISSION>
<ACCESSION-NUMBER>0000950117-04-001469
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20040422
<ITEMS>5
<ITEMS>7
<FILING-DATE>20040422
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>QUEST DIAGNOSTICS INC
<CIK>0001022079
<ASSIGNED-SIC>8071
<IRS-NUMBER>161387862
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12215
<FILM-NUMBER>04746672
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE MALCOLM AVE
<CITY>TETERBORO
<STATE>NJ
<ZIP>07608
<PHONE>2013935000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE MALCOLM AVE
<CITY>TETERBORO
<STATE>NJ
<ZIP>07601
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CORNING CLINICAL LABORATORIES INC
<DATE-CHANGED>19960903
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a37528.txt
<DESCRIPTION>QUEST DIAGNOSTICS INCORPORATED
<TEXT>

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): April 22, 2004


                         Commission file number 1-12215


                         Quest Diagnostics Incorporated
                               One Malcolm Avenue
                               Teterboro, NJ 07608
                                 (201) 393-5000


                                    Delaware
                            (State of Incorporation)


                                   16-1387862
                        (I.R.S. Employer Identification Number)




<PAGE>


Item 5. Other Events and Regulation FD Disclosure

         On April 22, 2004, Quest Diagnostics Incorporated (the "Company")
announced that Surya N. Mohapatra, Ph. D., will be appointed President and Chief
Executive Officer on May 4, 2004, the date of its 2004 Annual Meeting of
Stockholders, completing the CEO succession plan announced in November 2003. In
connection therewith, the Company entered into a letter agreement with Kenneth
W. Freeman, the Chairman and Chief Executive Officer, to implement certain
amendments to the Amended and Restated Employment Agreement between Mr. Freeman
and the Company dated January 1, 2003.

Item 7. Financial Statements and Exhibits

c. Exhibit

<TABLE>
<S>      <C>
99.1     Press release of the Company dated April 22, 2004, announcing the
         completion of CEO transition on May 4, 2004.

99.2.1   Letter Agreement dated April 21, 2004 between the Company and Kenneth
         W. Freeman.

</TABLE>





                                                                               2





<PAGE>


                                    Signature

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            April 22, 2004

                                            QUEST DIAGNOSTICS INCORPORATED



                                            By: /s/ Michael. E. Prevoznik
                                               -------------------------------
                                                Michael E. Prevoznik
                                                Senior Vice President and
                                                General Counsel





                                                                               3






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>


                                                                    Exhibit 99.1

           QUEST DIAGNOSTICS TO COMPLETE CEO TRANSITION ON MAY 4, 2004
       -- Surya N. Mohapatra, Ph.D., to Become Chief Executive Officer --
          -- Kenneth W. Freeman to Continue as Chairman Of The Board --

TETERBORO, N.J., April 22, 2004-- Quest Diagnostics Incorporated (NYSE: DGX),
the nation's leading provider of diagnostic testing, information and services,
announced today that Surya N. Mohapatra, Ph.D., will be appointed President and
Chief Executive Officer on May 4, 2004, the date of the Annual Meeting of
Stockholders, completing the CEO succession plan announced in November, 2003.
Dr. Mohapatra, who is currently President and Chief Operating Officer, succeeds
Kenneth W. Freeman, who will continue as Chairman of the Board through December
14, 2004.

"The transition has gone extremely well," said Dan C. Stanzione, Ph.D., Lead
Independent Director and Governance Committee Chairman. "We look forward to
Surya's leadership and Ken's ongoing contributions as Chairman."

Under the succession plan announced in November, Mr. Freeman was expected to
remain as Chairman until May, 2005. However, as a result of a more rapid
transition of executive responsibilities, the Board and Mr. Freeman have agreed
that he will step down as Chairman several months sooner than originally planned
but will remain available to provide consulting services to the company through
early May, 2005. In connection with the accelerated transition, the company
expects to record pre-tax charges during the remainder of the year preliminarily
estimated to total $8.6 million, or $0.05 per diluted share, related to the
acceleration of certain pension obligations under the Executive Retirement
Supplemental Plan in which Mr. Freeman participates.

Dr. Mohapatra joined Quest Diagnostics in February, 1999, as Senior Vice
President and Chief Operating Officer and was appointed President in June, 1999.
He was elected to the Board of Directors in October, 2002. Over the past five
years, he has been responsible for the day-to-day management of Quest
Diagnostics and has played an important role in the growth and strategic
direction of the company.

Mr. Freeman joined Corning Clinical Laboratories, the predecessor company to
Quest Diagnostics, in May, 1995, after holding financial and general management
positions at Corning Incorporated from 1972. He became Chairman and CEO of Quest
Diagnostics at the end of 1996, when the company was spun off to Corning's
shareholders.

Quest Diagnostics Incorporated is the nation's leading provider of diagnostic
testing, information and services, providing insights that enable healthcare
professionals to make decisions that improve health. The company offers the
broadest access to diagnostic testing services through its national network of
laboratories and patient service centers, and provides interpretive consultation
through its extensive medical and scientific staff. Quest Diagnostics is the
leading provider of esoteric testing, including gene-based medical testing, and
provides advanced information technology solutions to improve patient care.
Additional company information is available at: www.questdiagnostics.com

The statements in this press release which are not historical facts or
information may be forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results and outcomes to
be materially different. Certain of these risks




<PAGE>

and uncertainties may include, but are not limited to, competitive environment,
changes in government regulations, changing relationships with customers,
payers, suppliers and strategic partners and other factors described in the
Quest Diagnostics Incorporated 2003 Form 10-K and subsequent filings.

                                      # # #




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>


                                                                    Exhibit 99.2


                 [Letterhead of Quest Diagnostics Incorporated]


April 21, 2004


Mr. Kenneth W. Freeman
Chief Executive Officer
Quest Diagnostics Incorporated
1290 Wall Street West
Lyndhurst, New Jersey 07071


Dear Mr. Freeman:

         Reference is made to the Amended and Restated Employment Agreement
between you and Quest Diagnostics Incorporated (the "Company") dated as of
January 1, 2003 (the "Agreement"). Unless otherwise defined, all capitalized
terms used herein shall have the meaning set forth in the Agreement.

         You and the Board have determined that, given the current successful
transition of Chief Executive Officer leadership roles in the Company, it is
beneficial and in the best interests of the Company to (a) provide for the
succession of Surya N. Mohapatra (the "Successor CEO") to you as Chief Executive
Officer as of May 4, 2004 (such date the "CEO Relinquishment Date"), and (b)
implement certain amendments to the Agreement to effectuate this succession and
address your duties and our respective obligations under the Agreement following
the CEO Relinquishment Date. This letter serves to memorialize the agreement of
the parties respecting these succession matters, as follows:

         1. Effective as of the CEO Relinquishment Date, you will cease to be
the Chief Executive Officer and will continue to serve as a Director and
Chairman of the Board of the Company. Pursuant to Section 11(e)(v)(B) of the
Agreement, your employment with the Company shall terminate on December 14, 2004
(the "Chairman Termination Date") at which time you shall also resign as a
Director. This letter shall constitute an irrevocable mutual Notice of
Termination pursuant to Section 10(f) of the Agreement effective as of the
Chairman Termination Date and the Employment Term shall end on such date.

         2. Beginning on the CEO Relinquishment Date and ending on the Chairman
Termination Date, your duties and responsibilities as Chairman of the Board
shall be part-time in nature and limited to assisting the Successor CEO on
issues of Board effectiveness (including presiding at meetings of the Board of
Directors and preparing agendas for such meetings in consultation with the
Successor CEO and the Lead Independent Director) and such other matters as the
Successor CEO may reasonably




<PAGE>

request from time to time; it being understood that the Successor CEO shall have
full power and responsibility for the general management and operations of the
Company to the extent provided for in the Successor CEO's employment agreement
and as otherwise directed by the Board. Effective as of the CEO Relinquishment
Date (but conditioned on your employment termination on the Chairman Termination
Date (or such earlier termination of employment due to your death or
disability)) and to be ratified and confirmed by the Board of Directors (or any
authorized committee thereof no later than April 21, 2004, (a) you shall no
longer be subject to the Company's existing restrictions on certain stock option
exercises set forth in the procedures adopted May 13, 2003 by the Company and
(b) you shall be permitted on and after April 23, 2004 to implement a Rule
10b5-1 sales plan without giving effect to any blackout periods, subject to
compliance with Rule 10b5-1 issued under the Securities Exchange Act of 1934, as
amended. Except as otherwise provided for herein, the terms and conditions of
the Agreement shall continue to govern our respective rights and obligations
(including the payment of your current Base Salary and Annual Bonus) for the
period of your employment through the Chairman Termination Date; provided that
your Annual Bonus for the period from January 1, 2004 through to the Chairman
Termination Date shall be calculated at target (140% of your current Base
Salary) and pro rated through the Chairman Termination Date ("2004 Annual
Bonus") and you shall receive an additional special lump sum cash bonus of
$500,000 to be paid to you on the Chairman Termination Date as part of your 2004
compensation ("Special Bonus"). For purposes of determining the Executive's
benefit eligible compensation in calculating the Company Non-Qualified benefit
pursuant to Section 7(b)(ii)(4) of the Agreement, the amounts earned for 2004
shall consist solely of the Base Salary paid through the Chairman Termination
Date, the 2004 Annual Bonus and the Special Bonus.

         3. Effective as of the Chairman Termination Date you shall become
entitled to the benefits conferred on you pursuant to Section 11(e)(v)(B) of the
Agreement (including, without limitation, accelerated vesting of the 2001
Performance Accelerated Stock Option Grant and the 2002 Non-Qualified Stock
Option Grant); provided that: (a) the payment relating to Annual Bonus due to
you pursuant to Sections 11(e)(v)(B)(x) shall be modified so that you shall
receive payment under the Agreement of a pro rata portion of your Annual Bonus
(determined at target (140% of current Base Salary) and pro-rated from December
15, 2004 through May 3, 2005); (b) for purposes of determining the exercise term
of any option following the Chairman Termination Date, your termination shall be
considered to be an elimination of position for which you are eligible for the
severance payments and other benefits provided for hereunder and under the
Agreement (in lieu of severance payments under any other plan of the Company)
and the Company shall provide you with adequate assurances that such exercise
period following the Chairman Termination Date will be fifteen (15) months
(other than with respect to stock option grants made in 1995 or 2003); and (c)
in the event of your death or disability following the Chairman Relinquishment
Date, the obligations of the Company shall remain in full force and effect
hereunder and under the Agreement and your estate or legal representative shall
be entitled to receive any payments or other benefits provided for hereunder and
under the Agreement.




<PAGE>

         4. Effective as of the Chairman Termination Date, you agree to remain
available to provide consulting services to the Company on a part-time and as
needed basis through to and including May 3, 2005 (the "Consulting Termination
Date"). Your role as a consultant shall be limited to bringing business
development ideas to the Company's Board and senior management and assistance
from time to time on governmental affairs and related issues, and appropriate
measures will be taken by the Company so that you are not furnished material
inside information that would limit or otherwise impact your ability to enter
into transactions involving the Company's securities. You shall be permitted to
accept other full or part-time employment at any time on or after the Chairman
Termination Date, subject to the non-solicitation and non-competition provisions
of Section 12 of the Agreement, which provisions shall terminate and expire as
of December 14, 2005 (the first anniversary of the Chairman Termination Date).
Section 7(b)(ii)(5) of the Agreement is modified so that payment to you of the
Lump Sum Option shall be made upon your attainment of age 55, in the event you
elect the Lump Sum Option.

         5. Unless otherwise expressly provided for herein, the terms and
conditions of the Agreement shall remain in full force and effect. The Company
shall reimburse you for your attorney's fees incurred in connection with the
negotiation and execution of this agreement and related matters involving
leadership succession. This agreement may not be modified or amended unless
evidenced by a writing signed by you and a duly authorized representative of the
Company.

         6. This letter may be executed in counterparts, each of which shall be
deemed to constitute an original but all of which together shall constitute one
and the same instrument.

         Please indicate your agreement to the foregoing by signing this letter
as indicated below.


                         QUEST DIAGNOSTICS
                         INCORPORATED


                         By: /s/ David W. Norgard
                            ---------------------
                            Name: David W. Norgard
                            Title: Vice-President -- Human Resources

Accepted and agreed:

/s/ Kenneth W. Freeman
----------------------
Kenneth W. Freeman




</TEXT>
</DOCUMENT>
</SUBMISSION>
