SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOHAPATRA SURYA N

(Last)

(First)

(Middle)

C/O QUEST DIAGNOSTICS INCORPORATED

1290 WALL STREET WEST

(Street)

LYNDHURST

07071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUEST DIAGNOSTICS INC [ DGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2006		M		32,940	A	$4.765	145,064	D
Common Stock	05/22/2006		M		52,000	A	$6.585	197,064	D
Common Stock	05/22/2006		F		6,006	D	$57.0211	191,058	D
Common Stock	05/22/2006		F		2,753	D	$57.0211	188,305	D
Common Stock	05/22/2006		S		76,179	D	$57.0211	112,126⁽¹⁾	D
Common Stock								4,965⁽²⁾	I	401(k)/SDCP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$4.765	05/22/2006		M			32,940	02/03/2000	02/03/2009	Common Stock	32,940	$0	0	D
Stock Options (Right to buy)	$6.585	05/22/2006		M			52,000	08/16/2000	08/16/2009	Common Stock	52,000	$0	108,000	D
Stock options (Right to buy)	$57.0211	05/22/2006		A		2,753		05/22/2007	02/03/2009	Common Stock	2,753	$0	2,753	D
Stock options (Right to buy)	$57.0211	05/22/2006		A		6,006		05/22/2007	08/16/2009	Common Stock	6,006	$0	6,006	D

Explanation of Responses:

1. On June 20, 2005, the Company effected a 2-for-1 stock split of the Common Stock in the form of a 100% stock dividend. All prior holdings, including stock options, have been adjusted to reflect the stock split. This amount also includes 29,542 shares directly beneficially owned by Reporting Person as grantor/trustee of a qualified Grantor Retained Annuity Trust. Reporting Person is in compliance with the Company's executive share ownership guidelines.

2. These underlying shares were acquired on a periodic basis by the trustee of the Company's tax qualified Profit Sharing (401(k)) and Supplemental Deferred Compensation Plans. The information was obtained from the plan administrator as of a recent date. The number of shares is based on the account balance of the Company stock fund under the plans (which include some money market instruments) divided by the market price of the Company's stock as of that date.

	Michael E. Prevoznik, atty-in-fact for Surya N. Mohapatra	05/24/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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