Exhibit 99.2

QUEST DIAGNOSTICS EARNINGS PER SHARE INCREASED 29%
IN THIRD QUARTER 2003
--Earnings per Share Expected to Grow 12-15% in 2004 --

TETERBORO, N.J., OCTOBER 21, 2003--Quest Diagnostics Incorporated (NYSE: DGX),
the nation's leading provider of diagnostic testing, information and services,
announced that for the third quarter ended September 30, 2003, net income
increased to $120 million from $87 million in the third quarter of 2002.
Earnings per diluted share increased 29% to $1.12 from $0.87 in 2002.
Separately, the company also announced that its Board of Directors initiated a
quarterly dividend and increased the company's share repurchase authorization by
$300 million.

Third quarter revenues increased 15.3% over the prior year level to $1.2 billion
and reflect the acquisition of Unilab Corporation, which was completed on
February 28, 2003. Clinical testing volume, measured by the number of
requisitions, increased 10.8%. Revenue per requisition increased 3.8% compared
to the prior year, driven primarily by improvements in test and payer mix. The
remainder of the revenue growth was generated by non-clinical testing
businesses. On a pro forma basis for the third quarter, assuming that Unilab had
been part of Quest Diagnostics since January 1, 2002, revenues increased 4.6%,
revenue per requisition increased 5.6%, and clinical testing volume declined by
1.5%, compared to the prior year period.

"Exceptional financial performance during the quarter was principally driven by
organic revenue growth and efficiencies from our Six Sigma and standardization
efforts," said Kenneth W. Freeman, Chairman and Chief Executive Officer. "In
2004, we expect earnings per share to increase between 12% and 15%, and cash
from operations to exceed $600 million, driven by continued organic revenue
growth and operating efficiencies. Our expectation for continuing strong cash
flow enables us to initiate a dividend and expand our share repurchase program,
while pursuing growth opportunities."

For the third quarter of 2003, earnings before interest, taxes, depreciation and
amortization (EBITDA) were $256 million, or 20.9% of revenues, compared to $192
million, or 18.2% of revenues in 2002. Bad debt expense improved to 4.8% of
revenues compared to 5.1% for the prior year period. Days sales outstanding were
48 days, compared to 51 days a year ago.

Cash flow from operations was $173 million for the third quarter, compared to
$132 million in 2002. During the quarter, the company repurchased $131 million
of its common stock and made capital expenditures of $46 million.

For the first nine months of 2003, net income increased to $328 million from
$240 million in the prior year. Earnings per diluted share increased 29% to
$3.10 from $2.41 in the prior year. Revenues increased 15% to $3.5 billion.
EBITDA was $714 million, or 20.2% of revenues, compared to $543 million, or
17.7% of revenues in 2002. The company repurchased $141 million of its common
stock and made capital expenditures of $122 million.

For the fourth quarter 2003, earnings are expected to be between $0.95 and $1.00
per diluted share. Revenues are expected to grow 13% to 14%. Volume is expected
to increase 11% to 12% and revenue

per requisition is expected to grow 2% to 3%. On a pro forma basis, assuming
that the acquisition of Unilab had been completed on January 1, 2002, volume
is expected to decrease 1% to 2% and revenue per requisition is expected to
increase 3% to 4%. EBITDA is expected to be between 19% and 20% of revenues.

In addition, for the full year 2003, earnings are expected to increase between
25% and 27% to between $4.05 and $4.10 per diluted share, before charges
associated with the Unilab integration. Cash flow from operations is expected to
exceed $600 million. Capital expenditures are expected to be between $170
million and $180 million.

For the full year 2004, earnings per share are expected to increase between 12%
and 15%, before charges associated with the Unilab integration. Revenues are
expected to increase approximately 5%, driven by continued improvements in
revenue per requisition, modest improvements in requisition volume, and the
impact of Unilab. Inclusion of a full 12 months of revenues from Unilab, which
was acquired on February 28, 2003, is expected to increase reported total
company revenues by approximately 1.5%. Operating income as a percentage of
revenues is expected to approach 18%. Historically, as a percentage of revenues,
operating income is approximately 3% lower than EBITDA. Cash flow from
operations is expected to exceed $600 million. Capital expenditures are expected
to be between $180 million to $190 million.

Quest Diagnostics will hold its third quarter conference call on October 21 at
8:30 A.M. Eastern Time. To hear a simulcast of the call over the Internet or a
replay, registered analysts and investors may access StreetEvents at:
www.streetevents.com, and all others may access the Quest Diagnostics website
at: www.questdiagnostics.com. In addition, an audio replay will be available
from 10:30 A.M. Eastern Time on October 21, 2003 through 12 P.M. Eastern Time on
November 21, 2003 to investors in the U.S. by dialing 888-562-7244. Investors
outside the U.S. may dial 402-220-6038. No password is required for either
number.

Quest Diagnostics Incorporated is the nation's leading provider of diagnostic
testing, information and services, providing insights that enable healthcare
professionals to make decisions that improve health. The company offers the
broadest access to diagnostic testing services in the United States through its
national network of laboratories and patient service centers, and provides
interpretive consultation through its extensive medical and scientific staff.
Quest Diagnostics is the leading provider of esoteric testing, including
gene-based medical testing, and also empowers healthcare organizations and
clinicians with state-of-the-art connectivity solutions that improve patient
care. Additional company information is available at: www.questdiagnostics.com.
A copy of our earnings press release, together with any information that would
be required under Regulation G, will be available in the "Press Room" section of
our website.

The statements in this press release which are not historical facts or
information may be forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results and outcomes to
be materially different. Certain of these risks and uncertainties may include,
but are not limited to, unanticipated expenditures, changing relationships with
customers, payers, suppliers and strategic partners, competitive environment,
changes in government regulations, conditions of the economy and other factors
described in the Quest Diagnostics Incorporated 2002 Form 10-K and subsequent
filings.

--Tables follow --

Quest Diagnostics Incorporated and Subsidiaries

Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2003 and 2002
(in millions, except per share data)

Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
2003 2002 2003 2002
------------ ----------- ------------ ------------

Net revenues................................... $1,221.2 $1,058.7 $3,534.0 $3,074.3

Cost of services............................... 711.2 625.1 2,062.4 1,813.1
Selling, general and administrative............ 292.4 272.6 867.7 807.8
Amortization of intangible assets.............. 2.0 2.0 6.1 6.2
Other operating (income) expense, net ......... (1.9) 1.0 (1.7) 2.9
-------- -------- -------- --------
Total operating costs and expenses........... 1,003.7 900.7 2,934.5 2,630.0
-------- -------- -------- --------
Operating income .............................. 217.5 158.0 599.5 444.3

Other income (expense):

Interest expense, net.......................... (14.5) (13.4) (45.2) (41.0)
Minority share of income....................... (4.6) (3.7) (12.8) (11.5)
Equity earnings in unconsolidated joint
ventures.................................... 4.4 3.8 13.0 11.7
Other income (expense), net.................... (0.1) 1.4 0.5 1.6
-------- -------- -------- --------
Non-operating expenses......................... (14.8) (11.9) (44.5) (39.2)
-------- -------- -------- --------
Income before taxes............................ 202.7 146.1 555.0 405.1
Income tax expense............................. 82.7 59.5 226.5 164.6
-------- -------- -------- --------
Net income..................................... $ 120.0 $ 86.6 $ 328.5 $ 240.5
======== ======== ======== ========

- ------------------------------------------------------------------------------------------------------

Basic earnings per common share:

Net income..................................... $ 1.15 $ 0.89 $ 3.18 $ 2.50

Weighted average common shares outstanding -
basic...................................... 104.8 96.9 103.3 96.2

- ------------------------------------------------------------------------------------------------------

Diluted earnings per common share:

Net income..................................... $ 1.12 $ 0.87 $ 3.10 $ 2.41

Weighted average common shares outstanding -
diluted.................................... 107.3 99.7 105.8 99.8

- ------------------------------------------------------------------------------------------------------

Quest Diagnostics Incorporated and Subsidiaries

Consolidated Balance Sheets
September 30, 2003 and December 31, 2002
(in millions, except per share data)

September 30, December 31,
2003 2002
---------------- ---------------

Assets

Current assets:
Cash and cash equivalents............................................ $ 91.1 $ 96.8
Accounts receivable, net ............................................ 643.8 522.1
Inventories.......................................................... 68.4 60.9
Deferred income taxes................................................ 115.7 102.7
Prepaid expenses and other current assets............................ 53.0 41.9
-------- --------
Total current assets............................................ 972.0 824.4
Property, plant and equipment, net................................... 592.1 570.1
Goodwill ............................................................ 2,518.7 1,788.9
Intangible assets, net............................................... 17.7 22.1
Deferred income taxes................................................ 57.2 29.8
Other assets......................................................... 103.1 88.9
-------- --------
Total assets......................................................... $4,260.8 $3,324.2
======== ========

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and accrued expenses................................ $ 617.3 $ 610.0
Short-term borrowings and current portion of long-term debt.......... 56.3 26.0
-------- --------
Total current liabilities....................................... 673.6 636.0
Long-term debt....................................................... 1,065.1 796.5
Other liabilities.................................................... 140.7 122.8
Stockholders' equity:
Common stock, par value $0.01 per share; 300 shares authorized; 106.1
and 98.0 shares issued at September 30, 2003 and December 31, 2002,
respectively..................................................... 1.1 1.0
Additional paid-in capital........................................ 2,238.2 1,817.5
Retained earnings (accumulated deficit)........................... 287.7 (40.8)
Unearned compensation............................................. (3.6) (3.3)
Accumulated other comprehensive loss.............................. (0.7) (5.5)
Treasury stock, at cost; 2.4 shares at September 30, 2003......... (141.3) -
-------- --------
Total stockholders' equity...................................... 2,381.4 1,768.9
-------- --------
Total liabilities and stockholders' equity........................... $4,260.8 $3,324.2
======== ========

Quest Diagnostics Incorporated and Subsidiaries

Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2003 and 2002
(in millions)

Nine Months Ended
September 30,
--------------- -- ----------------

2003 2002
--------------- ----------------

Cash flows from operating activities:

Net income.......................................................... $ 328.5 $ 240.5
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................... 113.5 96.7
Provision for doubtful accounts.................................. 172.1 164.9
Deferred income tax provision ................................... 16.6 18.0
Minority share of income......................................... 12.8 11.5
Stock compensation expense....................................... 4.1 6.8
Tax benefits associated with stock-based compensation plans...... 17.9 41.3
Other, net....................................................... (1.8) (6.0)
Changes in operating assets and liabilities:
Accounts receivable............................................ (232.0) (170.0)
Accounts payable and accrued expenses.......................... (67.4) (40.8)
Integration, settlement and other special charges.............. (13.8) (26.5)
Income taxes payable........................................... 43.7 21.5
Other assets and liabilities, net.............................. 6.3 (8.0)
------- -------
Net cash provided by operating activities........................... 400.5 349.9
------- -------

Cash flows from investing activities:

Business acquisitions, net of cash acquired......................... (237.5) (333.5)
Capital expenditures................................................ (121.7) (118.4)
Proceeds from disposition of assets................................. 9.0 5.9
Increase in investments and other assets............................ (11.4) (4.5)
Collection of note receivable....................................... - 10.7
------- -------
Net cash used in investing activities............................... (361.6) (439.8)
------- -------

Cash flows from financing activities:

Proceeds from borrowings............................................ 450.0 475.2
Repayments of debt.................................................. (372.8) (408.8)
Purchases of treasury stock......................................... (124.1) -
Exercise of stock options........................................... 16.8 24.3
Distributions to minority partners.................................. (10.6) (9.1)
Financing costs paid................................................ (4.2) -
Other............................................................... 0.3 (0.2)
------- -------
Net cash (used in) provided by financing activities................. (44.6) 81.4
------- -------

Net change in cash and cash equivalents............................. (5.7) (8.5)

Cash and cash equivalents, beginning of period...................... 96.8 122.3
------- -------

Cash and cash equivalents, end of period............................ $ 91.1 $ 113.8
======= =======

Cash paid during the period for:

Interest............................................................ $ 55.0 $ 52.2
Income taxes........................................................ $ 150.3 $ 82.8

Non-cash financing activities:

Treasury stock purchases not settled ............................... $ 17.3 $ -

Notes to Financial Tables

1) Net income per common share is computed by dividing net income by the
weighted average number of common shares outstanding. Potentially
dilutive common shares primarily represent stock options.

The following table presents net income and basic and diluted earnings per
common share, had the Company elected to recognize compensation cost based
on the fair value at the grant dates for stock option awards and discounts
granted for stock purchases under the Company's Employee Stock Purchase
Plan, consistent with the method prescribed by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", as
amended by Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure - an amendment of
FASB Statement No. 123":

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- -----------------------------------
2003 2002 2003 2002
---------------- --------------- ---------------- -----------------
(in millions, except per share data)

Net income
Net income, as reported ...................... $120.0 $ 86.6 $328.5 $240.5
Add: Stock-based compensation under APB 25 ... 1.2 1.9 4.1 6.8
Deduct: Total stock-based compensation expense
determined under fair value method for all
awards, net of related tax effects ........ (12.2) (12.1) (40.2) (35.0)
------ ------ ------ ------
Pro forma net income ......................... $109.0 $ 76.4 $292.4 $212.3
====== ====== ====== ======

Earnings per common share
Basic - as reported .......................... $ 1.15 $ 0.89 $ 3.18 $ 2.50
------ ------ ------ ------
Basic - pro forma ............................ $ 1.04 $ 0.79 $ 2.83 $ 2.21
------ ------ ------ ------

Diluted - as reported ........................ $ 1.12 $ 0.87 $ 3.10 $ 2.41
------ ------ ------ ------
Diluted - pro forma .......................... $ 1.03 $ 0.77 $ 2.80 $ 2.13
------ ------ ------ ------

The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted
average assumptions:

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ------------------------------------
2003 2002 2003 2002
---------------- --------------- ----------------- -----------------

Dividend yield......................... 0.0% 0.0% 0.0% 0.0%
Risk-free interest rate................ 3.3% 3.8% 2.8% 4.2%
Expected volatility.................... 48.1% 46.2% 48.1% 45.2%
Expected holding period, in years...... 5 5 5 5

2) Other operating (income) expense, net represents miscellaneous income and
expense items related to operating activities such as gains and losses
associated with the disposal of operating assets. For the three and nine
months ended September 30, 2003, other operating (income) expense, net
includes $3.3 million of gains on the sale of certain operating assets,
partially offset by a $1.1 million charge associated with the integration
of Unilab. For the three and nine months ended September 30, 2002, other
operating (income) expense, net includes a $1.5 million charge associated
with the integration of American Medical Laboratories. In addition, other
operating (income) expense, net for the nine months ended September 30,
2002 includes the cost of a contract settlement.

3) Other income (expense), net represents miscellaneous income and expense
items related to non-operating activities such as gains and losses
associated with investments and other non-operating assets. For the three
and nine months ended September 30, 2002, other income (expense), net
includes a $3.8 million gain on the sale of an investment, partially offset
by losses on miscellaneous non-operating assets.

4) EBITDA represents income before net interest expense, income taxes,
depreciation and amortization. The following table reconciles net income,
representing the most comparable measure under accounting principles
generally accepted in the United States, to EBITDA. In addition, the
calculations to determine net income as a percentage of net revenues and
EBITDA as a percentage of net revenues are presented. A reconciliation of
net income to net cash provided by operating activities is presented on the
face of the statement of cash flows. EBITDA is presented and discussed
because management believes it is a useful adjunct to net income and other
measurements under accounting principles generally accepted in the United
States since it is a meaningful measure of a company's performance and
ability to meet its future debt service requirements, fund capital
expenditures and meet working capital requirements. EBITDA is not a measure
of financial performance under accounting principles generally accepted in
the United States and should not be considered as an alternative to (i) net
income (or any other measure of performance under accounting principles
generally accepted in the United States) as a measure of performance or
(ii) cash flows from operating, investing or financing activities as an
indicator of cash flows or as a measure of liquidity.

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ----------------------------
2003 2002 2003 2002
------------------------------ ----------------------------
(in millions, except percentage data)

Net revenues...................................... $1,221.2 $1,058.7 $3,534.0 $3,074.3

Net income........................................ $ 120.0 $ 86.6 $ 328.5 $ 240.5
Add:
Interest expense, net.......................... 14.5 13.4 45.2 41.0
Income tax expense............................. 82.7 59.5 226.5 164.6
Depreciation .................................. 36.6 30.9 107.4 90.5
Amortization of intangible assets.............. 2.0 2.0 6.1 6.2
-------- -------- -------- --------
EBITDA............................................ $ 255.8 $ 192.4 $ 713.7 $ 542.8
======== ======== ======== ========

Net income as a percentage of net revenues 'pp'A.. 9.8% 8.2% 9.3% 7.8%

EBITDA as a percentage of net revenues 'pp'B...... 20.9% 18.2% 20.2% 17.7%

Operating income 'pp'C............................ $ 217.5 $ 158.0 $ 599.5 $ 444.3
Operating income as a percentage of net
revenues 'pp'C,D............................... 17.8% 14.9% 17.0% 14.5%

A. Calculated by dividing net income by net revenues.
B. Calculated by dividing EBITDA by net revenues.
C. Presented for comparative purposes only.
D. Calculated by dividing operating income by net revenues.

5) Free cash flow represents net cash provided by operating activities less
capital expenditures. Free cash flow is presented because management
believes it is a useful adjunct to cash flow from operating activities and
other measurements under accounting principles generally accepted in the
United States since it is a meaningful measure of a company's ability to
fund investing activities and meet its future debt service requirements.
Free cash flow is not a measure of financial performance under accounting
principles generally accepted in the United States and should not be
considered as an alternative to cash flows from operating, investing or
financing activities as an indicator of cash flows or as a measure of
liquidity. The following table reconciles net cash provided by operating
activities to free cash flow:

Nine Months Ended
September 30,
----------------------------------------------
2003 2002
---------------------- ----------------------
(in millions)

Net cash provided by operating activities................. $400.5 $349.9
Less: Capital expenditures............................... 121.7 118.4
------ ------
Free cash flow............................................ $278.8 $231.5
====== ======

6) The following table presents management's estimates of various financial
measures for the three and twelve months ended December 31, 2003 and
excludes charges associated with the Unilab acquisition. The table also
reconciles estimated net income to estimated EBITDA and presents the
calculation of each as a percentage of estimated net revenues:

Three Months Ended Twelve Months Ended
December 31, 2003 December 31, 2003
---------------------- --------------------
(in millions, except per share and
percentage data)

Net revenues.............................................. $1,168 - $1,178 $4,702 - $4,712

Diluted earnings per common share......................... $0.95 - $1.00 $4.05 - $4.10
Weighted average common shares outstanding - diluted...... 105.5 106
Net income................................................ $100 - $105 $429 - $434

Effective income tax rate................................. 40.8% 40.8%

Reconciliation of net income to EBITDA

Net income................................................ $100 - $105 $429 - $434
Add:
Interest expense, net.................................. 15 60
Income tax expense..................................... 69 - 72 296 - 299
Depreciation .......................................... 37 144
Amortization of intangible assets...................... 2 8
----------- -----------

EBITDA.................................................... $223 - $231 $937 - $945
----------- -----------

Net income as a percentage of net revenues 'pp'A.......... 8.7% 9.2%

EBITDA as a percentage of net revenues 'pp'B.............. 19.4% 20.0%

A. Calculated by dividing the mid-point of net income by the mid-point of net
revenues.

B. Calculated by dividing the mid-point of EBITDA by the mid-point of net
revenues.