c64435_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 16, 2011 ____________________________

Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
___________________________

Delaware
(State or other jurisdiction of Incorporation)

001-12215 16-1387862
(Commission File Number) (I.R.S. Employer Identification No.)
 
 
Three Giralda Farms  
Madison, NJ 07940 07940
(Address of principal executive offices) (Zip Code)

(973) 520-2700
(Registrant’s telephone number, including area code)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction a.2. below):

[  ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c))
   


Item 5.03.    Amendments to Articles of Incorporation or Bylaws

Effective February 16, 2011, Quest Diagnostics Incorporated (the “Company”) amended Section 1.05 of its Amended and Restated By-laws (the “By-laws”), by adding paragraphs (b) and (c) to such section, to specify the stockholder votes required pursuant to Sections 14A(a)(1) and 14A(a)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

This summary is qualified by the entirety of the By-Laws that are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

d. Exhibit Description
     
  3.1

Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended effective February 16, 2011
 


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.

     
    February 18, 2011
 
     
    QUEST DIAGNOSTICS INCORPORATED
     
     
     
  By:     /s/ William J. O’Shaughnessy, Jr.
    William J. O’Shaughnessy, Jr.
    Assistant General Counsel and Secretary