SC TO-C

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Celera Corporation
(Name of Subject Company)

Spark Acquisition Corporation
a wholly-owned subsidiary of

Quest Diagnostics Incorporated
(Name of Filing Persons, Offerors)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

[__________]
(CUSIP Number of Class of Securities)

William J. O’Shaughnessy, Jr.

Quest Diagnostics Incorporated

3 Giralda Farms
Madison, New Jersey 07940
Telephone: (973) 520-2700

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

Copy to:

Clare O’Brien

Robert M. Katz

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
N/A	N/A

¨    Check the box if any part of the fee is offset as provided by Rule 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 date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

SCHEDULE TO

This Tender Offer Statement on Schedule TO is being filed by Quest Diagnostics Incorporated (“Quest Diagnostics”), a Delaware corporation, and Spark Acquisition Corporation (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Quest Diagnostics, pursuant to General Instruction D to Schedule TO.

The attached Exhibit (a)(5)(B) replaces the Exhibit (a)(5)(B) attached to the Schedule TO-C filed by Purchaser on March 18, 2011. The previously filed exhibit was missing the third slide.

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Celera Corporation’s (“Celera’s”) common stock described in this announcement has not commenced. At the time the tender offer is commenced, Quest Diagnostics and Purchaser will file a Schedule TO Tender Offer Statement with the Securities and Exchange Commission (the “SEC”) and Celera will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the offer. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials and all other documents filed by Quest Diagnostics and Purchaser with the SEC will be available at no charge on the SEC’s website at www.sec.gov. The Schedule TO Tender Offer Statement and related materials may be obtained for free by directing such requests to Quest Diagnostics Incorporated, Attention: Investor Relations, 3 Giralda Farms, Madison, New Jersey 07940, Telephone: (973) 520-2700. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents may be obtained for free from Celera Corporation under the “Media and Investors” section of Celera’s website at www.celera.com.

ITEM 12. EXHIBITS

(a)(5)(B) Presentation to Quest Diagnostics Incorporated stockholders regarding the Celera acquisition, dated March 18, 2011.

EXHIBIT INDEX

Exhibit No.	Exhibit
(a)(5)(B)	Presentation to Quest Diagnostics Incorporated stockholders regarding the Celera acquisition, dated March 18, 2011.

EX-99.A5B

Celera Acquisition March 18, 2011

This presentation may contain forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management's current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners, the risk factors discussed in the press release issued March 18, 2011 by the company and Celera Corporation announcing that the company has agreed to acquire Celera Corporation and other factors discussed in "Business," in "Risk Factors," "Cautionary Factors that May Affect Future Results," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk" in the company's 2010 Annual Report on Form 10-K and other items throughout the Form 10-K and the Company's Current Reports on Form 8-K. This presentation is provided for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Celera Corporation. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed with the U.S. Securities and Exchange Commission ("SEC"). The stockholders of Celera Corporation are advised to read these documents and any other documents related to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information. Celera Corporation's stockholders may obtain copies of these documents for free at the SEC's website at www.sec.govor from the Director of Investor Relations, Quest Diagnostics Incorporated, 3 GiraldaFarms, Madison, New Jersey (telephone 973-520-2700; fax 973-520-2880).

Celera: A Compelling Growth Opportunity Strengthens position as world’s leading innovator in molecular diagnostics discovery and development • Provides immediate access to proprietary genetic tests and pipeline of biomarkers to drive sustainable growth • Berkeley HeartLab brings unique esoteric cardiovascular test offering and specialized sales force • Adds leading genetic IVD products and development capability Neurology

• Transaction value approximately $344 million, net of acquired cash and short-term investments. Transaction value expected to be further reduced through the realization of a significant portion of Celera’s available tax credit and net operating loss carryforwards and capitalized R&D, which totaled $117 million at the end of 2010. • 2010 revenues approximately $128 million • Expected to add just over 1% to our 2011 revenue growth • Immaterial dilutive to 2011 GAAP EPS before charges, immaterial impact in 2012 • Expect to close in early Q2 2011 Celera: A Compelling Growth Opportunity