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^*

GLAXOSMITHKLINE PLC

(Last)

(First)

(Middle)

980 GREAT WEST ROAD

(Street)

BRENTFORD MIDDLESEX

TW8 9GS

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004

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	12/14/2004		S		2,700,000	D	$94.19	18,252,154	I	by Corporation⁽⁴⁾

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)
Contract to Sell⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	05/21/2002	⁽¹⁾⁽²⁾⁽³⁾	J		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	1,000,000	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by Corporation⁽⁴⁾
Contract to Sell⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	05/21/2004	⁽¹⁾⁽²⁾⁽³⁾	J		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	1,000,000	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by Corporation⁽⁴⁾
Contract to Sell⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	05/21/2002	⁽¹⁾⁽²⁾⁽³⁾	J		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	1,000,000	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by Corporation⁽⁴⁾
Contract to Sell⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	05/21/2002	⁽¹⁾⁽²⁾⁽³⁾	J		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	1,000,000	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by Corporation⁽⁴⁾
Contract to Sell⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	05/21/2002	⁽¹⁾⁽²⁾⁽³⁾	J		0⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	1,000,000	⁽¹⁾⁽²⁾⁽³⁾	0⁽¹⁾⁽²⁾⁽³⁾	I	by Corporation⁽⁴⁾

Explanation of Responses:

1. As previously reported on Form 4 dated June 7, 2002, SmithKline Beecham Corporation ("SKB") and Lehman Brothers Finance S.A. ("Lehman") entered into five transactions (each, a "Transaction") governed by an ISDA Master Agreement (along with the Schedule and Credit Support annex thereto, the "ISDA Master Agreement") each of which relates to 1,000,000 shares of Common Stock of the Issuer (the "Shares"). SKB has agreed to sell to Lehman, for settlement on dates ranging from July 13, 2006 through July 26, 2006 ("Transaction 1"), from December 13, 2006 through December 27, 2006 ("Transaction 2"), from May 11, 2007 through May 24, 2007 ("Transaction 3"), from October 12, 2007 through October 25, 2007 ("Transaction 4"), and from March 13, 2008 through March 27, 2008 ("Transaction 5"), a number of Shares to be determined based on a formula.

2. SKB has the right to cash settle the Transactions by paying an amount in cash equal to the value of the Shares it would otherwise be obligated to deliver. The number of Shares to be delivered will be determined based on a formula as follows. If the price of the Shares determined near the settlement date of a Transaction (the "Final Price") is at or below a specified Depreciation Floor ($84.55 as defined in each Transaction), SKB will be obligated to deliver all the Shares underlying that particular Transaction. If the Final Price is above the specified Depreciation Floor and at or below a specified Appreciation Cap as defined in each Transaction ($106.11 per Share for Transaction 1, $109.15 for Transaction 2, $113.38 for Transaction 3, $118.45 for Transaction 4 and $125.30 for Transaction 5), SKB will be obligated to deliver a number of Shares equal to the number of Shares underlying that particular Transaction multiplied by the Depreciation Floor divided by the Final Price.

3. If the Final Price is above the specified Appreciation Cap, SKB will be obligated to deliver a number of Shares equal to the number of Shares underlying that particular Transaction multiplied by (i) 1.0 minus (ii)(a) the Appreciation Cap minus the Depreciation Floor divided by (b) the Final Price. In any case, Lehman is obligated to pay SKB $84,550 under each Transaction upon settlement. The ISDA Master Agreement and the confirmations evidencing the Transactions have been filed as Exhibits to Amendment No. 2 to Schedule 13D filed by the Reporting Person on May 22, 2002. There have been no changes in the holdings of the derivative securities reported on June 7, 2002.

4. Shares are held of record by SKB, a wholly owned subsidiary of Reporting Person.

	Donald F. Parman,Vice Pres & Assoc General Counsel	12/15/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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