Edgar Filing: QUEST DIAGNOSTICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GLAXOSMITHKLINE PLC

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)

(Last)

(First)

(Middle)

980 GREAT WEST ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2008

(Street)

BRENTFORD MIDDLESEX TW8 9GS

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								36,504,308	I	By Corporation ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Contract to sell ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

09/15/2008

1 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

2,000,000

⁽¹⁾ ⁽²⁾

0 ⁽¹⁾ ⁽²⁾

By Corporation ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD MIDDLESEX TW8 9GS		X

Signatures

/s/ Victoria A. Whyte, Deputy Secretary		09/18/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	SmithKline Beecham Corporation ("SKB"), a wholly owned subsidiary of the Reporting Person, and Lehman Brothers Finance S.A. ("Lehman") entered into an ISDA Master Agreement (including the Schedule and Credit Support Annex thereto), dated as of May 21, 2002 as amended, (collectively, the "ISDA Master Agreement"). On May 21, 2002, SKB and Lehman entered into five transactions (each, a "2002 Transaction") governed by the ISDA Master Agreement, each of which initially related to 1,000,000 shares of Common Stock of the Issuer (the "Shares"). On June 7, 2006, each 2002 Transaction was extended and at the time of extension, each 2002 Transaction related to 2,000,000 Shares as a result of a stock split on June 20, 2005. On February 15, 2007, SKB and Lehman entered into five transactions (each, a "2007 Transaction" and, together with the 2002 Transactions, the "Transactions") governed by the ISDA Master Agreement, each of which related to 2,000,000 Shares.
(2)	On September 15, 2008, Lehman Brothers Holdings Inc., Lehman's guarantor under the ISDA Master Agreement, filed a bankruptcy petition under chapter 11 of title 11, United States Code. Upon the bankruptcy filing by Lehman Brothers Holdings Inc., the Transactions automatically terminated in accordance with the terms thereof.
(3)	Shares are held of record by SKB, a wholly owned subsidiary of the Reporting Person.

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