UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12

Quest Diagnostics Incorporated
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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        As of March 15, 2005, there were 8,736,079 shares of common stock of Quest Diagnostics Incorporated (the “Company”) to be issued upon exercise of outstanding options, warrants and rights under equity compensation plans of the Company approved by security holders at a weighted-average exercise price of $64.38 and approximately 2,150,000 shares of common stock of the Company remaining available for future issuance under equity compensation plans of the Company approved by security holders.