SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 1, 2002

QUEST DIAGNOSTICS INCORPORATED
(Exact name of Registrant as specified in its charter)

One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
(Address of principal executive offices and telephone number)

Commission file number: 1-12215

DELAWARE
(State of Incorporation)

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


Item 5. Other Events.

On April 1, 2002, Quest Diagnostics Incorporated ("Quest Diagnostics") completed its previously announced acquisition of American Medical Laboratories, Incorporated ("AML"). The all-cash transaction is valued at approximately $500 million, including the assumption of approximately $160 million in debt, which was retired in connection with the closing. The acquisition was financed with borrowings under Quest Diagnostics' revolving credit facilities and approximately $30 million in cash on hand. The press release announcing the completion of the acquisition is attached hereto as Exhibit 99.1.

As part of the acquisition, Quest Diagnostics has acquired AML's subsidiaries, AML, Inc., Medical Laboratories Corporation, APL Healthcare Group, Inc. and APL Properties Limited Company (collectively, together with AML, the "AML Entities"), as well as LabPortal, Inc.

Unrelated to the AML acquisition, on April 4, 2002, Quest Diagnostics Incorporated (MA), a subsidiary of Quest Diagnostics, merged into Quest Diagnostics LLC (MA), a newly organized subsidiary of Quest Diagnostics; and Quest Diagnostics of Connecticut Incorporated (CT), a subsidiary of Quest Diagnostics, transferred all of its assets to Quest Diagnostics LLC (CT), a newly organized subsidiary of Quest Diagnostics. The new limited liability companies (Quest Diagnostics LLC (CT) and Quest Diagnostics LLC (MA)) are collectively referred to as the "New Quest Diagnostics Entities".

Each of the AML entities and the New Quest Diagnostics Entities (collectively, the "Additional Subsidiary Guarantors") has executed the Third Supplemental Indenture, dated as of April 4, 2002 (the "Third Supplemental Indenture"), among Quest Diagnostics, the Additional Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee"), to an indenture dated as of June 27, 2001 (the "Base Indenture") among Quest Diagnostics, the subsidiary guarantors named therein and the Trustee, as supplemented by the First Supplemental Indenture dated as of June 27, 2001 (the "First Supplemental Indenture"), and as supplemented by the Second Supplemental Indenture dated as of November 26, 2001 (the "Second Supplemental Indenture," and together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), pursuant to which the Additional Subsidiary Guarantors have become guarantors of Quest Diagnostics' 1.75% Contingent Convertible Debentures due 2021, 6 3/4% Senior Notes due 2006 and 7 1/2% Senior Notes due 2011. The 6 3/4% Senior Notes due 2006 and the 7 1/2% Senior Notes due 2011 were issued under the Base Indenture as supplemented by the First Supplemental Indenture and the 1.75% Contingent Convertible Debentures due 2021 were issued under the Base Indenture as supplemented by both the First Supplemental Indenture and the Second Supplemental Indenture. The Base Indenture and the First Supplemental Indenture were filed as Exhibits 4.3 and 4.4, respectively, to Quest Diagnostics' Form 8-K filed on July 2, 2001. The Second Supplemental Indenture was filed as an exhibit to Quest Diagnostics' current report on Form 8-K filed on November 27, 2001. The Third Supplemental Indenture is attached hereto as Exhibit 4.1.

In addition, by execution of joinder agreements the Additional Subsidiary Guarantors have become guarantors of Quest Diagnostics' indebtedness under the credit agreement dated as of June 27, 2001 (the "Credit Agreement") among Quest Diagnostics, the


subsidiary guarantors named therein and the lenders named therein; and the New Quest Diagnostics Entities have become subsidiary sellers under the Receivables Sale Agreement dated as of July 21, 2000 (the "Receivables Sale Agreement") among Quest Diagnostics, the subsidiary sellers named therein and Quest Diagnostics Receivables Inc. The Credit Agreement was filed as an exhibit to Quest Diagnostics' current report on Form 8-K filed on July 2, 2001. The Receivables Sale Agreement was filed as an exhibit to Quest Diagnostics' quarterly report on Form 10-Q for the quarter ended June 30, 2000.

Item 7. Financial Statements and Exhibits.

(c) The following exhibits are filed as part of this report on Form 8-K:

4.1 Third Supplemental Indenture, dated as of April 4, 2002, among Quest Diagnostics, the Additional Subsidiary Guarantors and the Trustee.

99.1 Quest Diagnostics press release dated April 1, 2002.


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.

QUEST DIAGNOSTICS INCORPORATED

Date:  April 12, 2002                    By:     /s/ Leo C. Farrenkopf, Jr.
                                            ------------------------------------
                                         Name:   Leo C. Farrenkopf, Jr.
                                         Title:  Vice President, Secretary, and
                                                 Deputy General Counsel


EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

4.1               Third Supplemental Indenture, dated as of April 4, 2002, among
                  Quest Diagnostics, the Additional Subsidiary Guarantors, and
                  the Trustee.

99.1              Quest Diagnostics press release dated April 1, 2002.


Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE dated as of April 4, 2002, (this "Third Supplemental Indenture"), among AMERICAN MEDICAL LABORATORIES, INCORPORATED, a Delaware corporation, AML INC., a Delaware corporation, MEDICAL LABORATORIES CORPORATION, a Virginia corporation, APL HEALTHCARE GROUP, INC., a Nevada corporation, APL PROPERTIES LIMITED COMPANY, a Nevada limited company, QUEST DIAGNOSTICS LLC (CT) a Connecticut limited liability company, QUEST DIAGNOSTICS LLC (MA), a Massachusetts limited liability company (collectively, the "Additional Subsidiary Guarantors"), QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation as Trustee (the "Trustee"), and the Subsidiary Guarantors (as defined in the Indenture referred to herein).

RECITALS OF THE COMPANY

WHEREAS, the Company, the Trustee and the Initial Subsidiary Guarantors executed and delivered an Indenture, dated as of June 27, 2001 (the "Base Indenture"), as supplemented by the first Supplemental Indenture as of June 27, 2001 (the "First Supplemental Indenture"), as further supplemented by the second Supplemental Indenture as of November 26, 2001 (the "Second Supplemental Indenture") and as further supplemented by this Third Supplemental Indenture (collectively, the "Indenture"), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

WHEREAS, the Additional Subsidiary Guarantors intend to guarantee the Securities under the Indenture and the issuance of guarantees has been authorized by resolutions adopted by the Board of Directors of such Additional Subsidiary Guarantors;

WHEREAS, Sections 901(1) and 901(11) of the Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Indenture to (a) evidence the successor of another Person to any Subsidiary Guarantor and the assumption by such successor of the covenants of such Subsidiary Guarantor in the Indenture and in the Securities and (b) add a guarantor or guarantors for any series or all series of the Securities;

WHEREAS, pursuant to Sections 904, 1601, 1602 and 1604 of the Indenture, by delivery of a Supplemental Indenture to the Trustee in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of the Base Indenture will be deemed to have executed and delivered the Subsidiary Guarantee for the benefit of the Holder of the Security upon which the Subsidiary Guarantee is endorsed, with the same effect as if such Subsidiary Guarantor had been named thereon and had executed and delivered the Subsidiary Guarantee;


WHEREAS, all things necessary to make this Third Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done.

NOW, THEREFORE, for and in consideration of the foregoing, the parties hereto hereby enter into this Third Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

SECTION 1 Certain Terms Defined in the Indenture.

All capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

SECTION 2 Agreement to Guarantee.

The Additional Subsidiary Guarantors, by their signatures below, agree to become Additional Subsidiary Guarantors under the Indenture with the same force and effect as if originally named therein as Subsidiary Guarantors. The Additional Subsidiary Guarantors hereby agree to all the terms and provisions of the Indenture applicable to them as Additional Subsidiary Guarantors thereunder and each reference to a "Subsidiary Guarantor" in the Indenture shall be deemed to include the Additional Subsidiary Guarantors.

SECTION 3 Indenture remains in Full Force and Effect.

Except as expressly supplemented by this Third Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.

SECTION 4 New York Law to Govern.

THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

SECTION 5 Separability.

In case any one or more of the provisions contained in this Third Supplemental Indenture should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Indenture shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or enforceable provisions herein with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6 May be Executed in Counterparts.

This Third Supplemental Indenture may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. This Third

2

Supplemental Indenture shall become effective when the Trustee shall have received a counterpart thereof that bears the signatures of each of the Additional Subsidiary Guarantors.

3

IN WITNESS WHEREOF, the Company, the Additional Subsidiary Guarantors, and the Trustee have duly executed this Third Supplemental Indenture as of the day and year first above written.

QUEST DIAGNOSTICS INCORPORATED,
a Delaware corporation, as Company

By:      /s/ Leo C. Farrenkopf, Jr.
   ------------------------------------
Name:    Leo C. Farrenkopf, Jr.
Title:   Deputy General Counsel,
         Vice President and Secretary

AMERICAN MEDICAL LABORATORIES,
INCORPORATED
AML INC.
MEDICAL LABORATORIES CORPORATION
APL HEALTHCARE GROUP, INC.
APL PROPERTIES LIMITED COMPANY
QUEST DIAGNOSTICS LLC (CT)
QUEST DIAGNOSTICS LLC (MA),
as Additional Subsidiary Guarantors

By:      /s/ Joseph P. Manory
   ------------------------------------
Name:    Joseph P. Manory
Title:   Vice President and Treasurer


THE BANK OF NEW YORK, as Trustee

By:     /s/ Marie Trimboli
   ------------------------------------
Name:   Marie Trimboli
Title:  Assistant Vice President


Exhibit 99.1

Quest Diagnostics Acquires American Medical Laboratories, Inc.

TETERBORO, N.J., Apr 1, 2002 /PRNewswire-FirstCall via COMTEX/ -- Quest Diagnostics Incorporated (NYSE: DGX), the nation's leading provider of diagnostic testing, information and services, announced today it had completed the previously-announced acquisition of American Medical Laboratories, Inc. (AML). The all-cash transaction is valued at $500 million, including the assumption of approximately $160 million in debt, which will be retired in connection with the closing. The acquisition will be financed with borrowings under Quest Diagnostics' revolving credit facilities and approximately $30 million in cash on hand.

AML, based in Chantilly, Virginia, is a national provider of esoteric testing to hospitals and specialty physicians and a leading provider of diagnostic testing services in the Nevada and metropolitan Washington, D.C., markets. Established in 1959, AML has approximately 3,000 employees and generates revenues of approximately $300 million and EBITDA of more than $40 million on an annual basis. AML was a portfolio company of private equity firm GTCR Golder Rauner, LLC.

"The acquisition of AML will enhance service offerings for our customers, resulting in faster turnaround times, a broader menu of esoteric tests, more patient service centers, greater access to new technologies, improved electronic connectivity and physician-to-physician consultations with the industry's most extensive network of medical specialists," said Kenneth W. Freeman, Chairman and Chief Executive Officer of Quest Diagnostics.

Quest Diagnostics will release financial results for the first quarter ending March 31, 2002, after the close of the stock market on April 18, 2002. The company is currently in a "quiet" period and will discuss results for the first quarter, as well as the impact of the AML acquisition on the company's financial results, during a conference call on April 19 at 8:00 A.M. Eastern Time. To hear a simulcast of the call over the Internet or a replay, registered analysts may access StreetEvents at: http://www.streetevents.com, and all others may access the Quest Diagnostics website at: http://www.questdiagnostics.com. In addition, a replay of the call will be available from 10 A.M. on April 19 through 5 P.M. on June 1 to investors in the U.S. by dialing 800-839-1335. Investors outside the U.S. may dial 402-280-1668. No password is required for either number.

About Quest Diagnostics

Quest Diagnostics Incorporated is the nation's leading provider of diagnostic testing, information and services, providing insights that enable physicians, hospitals, managed care organizations and other healthcare professionals to make decisions to improve health. The company offers the broadest access to diagnostic laboratory testing services through its national network of laboratories and patient service centers. Quest Diagnostics is the leading provider of esoteric testing, including gene-based medical testing, and empowers healthcare organizations and clinicians with state-of-the-art connectivity solutions that improve practice management. Additional company information can be found on the Internet at: http://www.questdiagnostics.com.

The statements in this press release that are not historical facts or information may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. Certain of these risks and uncertainties are listed in the Quest Diagnostics Incorporated 2001 Form 10-K and subsequent filings.

Contacts:
Cathy Doherty (Investors): 201-393-5030
Gary Samuels (Media): 201-393-5700