Item 1.01      Entry into a Material Definitive Agreement

Amendment and Restatement of the Deferred Compensation Plan for Directors. On October 12, 2006, the Board of Directors approved the amendment of the Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”) of Quest Diagnostics Incorporated (“Quest Diagnostics”).

Under the Deferred Compensation Plan, each non-employee director may elect to defer, until a date specified by him or her or until his or her termination of service as a director, receipt of all or a portion of his or her cash compensation. Cash amounts deferred may be allocated to (1) a cash account under which amounts deferred may earn interest, compounded quarterly, at the base rate of Citibank, N.A. in effect on certain specified dates, (2) a market value account, the value of which will be based upon the market value of Quest Diagnostics’ common stock from time to time, or (3) a combination of such accounts. The amendment permits directors to defer certain stock grants made pursuant to the Director Long-Term Incentive Plan (which was approved by stockholders at the annual meeting held on May 10, 2005). The amendment also makes some changes intended to comply with new federal income tax provisions governing the timing and scope of elections to defer compensation

The foregoing description of the Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Deferred Compensation Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference.