Exhibit 99.3

                                  LabOne, Inc.
                             10101 Renner Boulevard
                              Lenexa, Kansas 66219

         The undersigned hereby appoints W. Thomas Grant II and Gregg R. Sadler,
and  each of them,  jointly  and  severally,  as  proxies,  with  full  power of
substitution,  for the  undersigned  at the Annual  Meeting of  Stockholders  of
LabOne, Inc. at 10101 Renner Boulevard,  Lenexa, Kansas, on ______________ ____,
1999, at 10:00 a.m. C.D.T., and at any adjournment, to vote the shares of common
stock the undersigned would be entitled to vote, if personally present, upon the
proposals  stated on the  reverse  side of this  proxy  card,  the  election  of
Directors and any other matter brought  before the meeting,  all as set forth in
the ___________ ___, 1999 Joint Proxy Statement/ Prospectus.

                  (Continued and to be signed on reverse side)







                 Please Detach and Mail in the Envelope Provided

[X]  Please mark your
     votes as in this
     example.

                THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ON
                  PROPOSALS 1 AND 3 AND "GRANTED" ON PROPOSAL 2




                                                                                                         
                                                                                     FOR             AGAINST           ABSTAIN
                                                                                                    
1.   Proposal  to  adopt  the  Agreement  and Plan of  Merger,  as  amended  and
     restated,  dated  as of March 7,  1999  and the  transactions  contemplated   [       ]         [       ]         [       ]
       thereby



2    The election of the following nominees as Directors, as                       Authority           Authority WITHHELD to
     set forth in the Joint Proxy Statement/ Prospectus (or a                     GRANTED to           vote for all nominees
     substitute nominee or nominees designated by the Board                       vote for all
     of Directors if any of them becomes unavailable): Joseph                       nominees
     H. Brewer, M.D., Peter C. Brown, William D. Grant, W.
     Thomas Grant II, Richard A., Rifkind, M.D., Richard S.
     Schweiker, James R. Seward, Robert D. Thompson,                               [        ]        [                       ]
     Chester B. Vanatta, John E. Walker, R. Dennis Wright
     and _______________________.

(INSTRUCTIONS:  To withhold authority to vote for any
individual nominee, line through that nominee's name in
the list above.)


                                                                                      FOR             AGAINST          ABSTAIN
3.   Ratification  of  the  appointment  of  KPMG  LLP  as  independent   public
     accountants.                                                                  [        ]         [       ]        [       ] 



         This  Proxy  confers  discretionary  authority  to  vote  upon  certain
         matters,    as    described   in   the    accompanying  Joint   Proxy 
         Statement/Prospectus.

         Unless  otherwise  marked,  the Proxy  will be deemed  marked  "FOR" on
         Proposals  1  and  3 and  marked  "GRANTED"  on  proposal  2 and  voted
         accordingly.

         This Proxy is solicited by the Board of Directors.

         (Please sign, date and return this Proxy in the enclosed envelope.)


SIGNATURE _______________   DATE      , 1999 

SIGNATURE _______________   Date      , 1999     
                                                  

(SIGNATURE IF HELD JOINTLY)
(Note:   Please sign exactly as name appears hereon. Executors,  administrators,
         trustees,  etc., should so indicate when signing,  giving full title as
         such. If a signer is a corporation, execute in full corporation name by
         authorized  officer.  If  shares  are  held in the  name of two or more
         persons, all should sign.)