POSASR

As filed with the Securities and Exchange Commission on November 12, 2009

Registration No. 333-143867

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QUEST DIAGNOSTICS INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 16-1387862
(I.R.S. Employer
Identification No.)

Quest Diagnostics Incorporated
Three Giralda Farms
Madison, NJ 07940
(973) 520-2700
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

William J. O’Shaughnessy, Jr.
Quest Diagnostics Incorporated
Three Giralda Farms
Madison, NJ07940
(973) 520-2700
(Name, address, and telephone number
of agent for service)

Copies to:
Stephen T. Giove, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

See Table of Additional Registrants

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. £

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. R

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. R

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

R Large accelerated filer	£ Accelerated filer
£ Non-accelerated filer (Do not check if a smaller reporting company)	£ Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Senior Debt Securities of Quest Diagnostics
Guarantees of Senior Debt Securities of Quest Diagnostics (3)

(1)	An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified price.
(2)	In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of all of the registration fee.
(3)	Registrants listed on the Table of Additional Registrants may fully and unconditionally guarantee on an unsecured basis our senior debt securities. Pursuant to Rule 457(n), no separate fee will be required to be paid in respect of guarantees of our senior debt securities that are being registered concurrently.

TABLE OF ADDITIONAL REGISTRANTS

Name	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
American Medical Laboratories Incorporated	Delaware	54-1983356
AmeriPath Consolidated Labs, Inc.	Florida	26-0003506
AmeriPath Florida, LLC	Delaware	65-0641688
AmeriPath Group Holdings, Inc.	Delaware	20-3746016
AmeriPath Holdings, Inc.	Delaware	61-1436296
AmeriPath Hospital Services Florida, LLC	Delaware	16-1702356
AmeriPath Indiana, LLC	Indiana	35-1937874
AmeriPath Intermediate Holdings, Inc.	Delaware	20-8388835
AmeriPath Kentucky, Inc.	Kentucky	62-1373947
AmeriPath Marketing USA, Inc.	Florida	65-1064707
AmeriPath Michigan, Inc.	Michigan	38-1880648
AmeriPath Mississippi, Inc.	Mississippi	64-0504003
AmeriPath New York, LLC	Delaware	65-0819138
AmeriPath North Carolina, Inc.	North Carolina	56-1272454
AmeriPath Ohio, Inc.	Delaware	31-1483746
AmeriPath Pennsylvania, LLC	Pennsylvania	25-1680680
AmeriPath Philadelphia, Inc.	New Jersey	22-2163419
AmeriPath SC, Inc.	South Carolina	11-3680559
AmeriPath Texas, LP	Texas	75-2530066
AmeriPath Wisconsin, LLC	Wisconsin	39-1091107
AmeriPath Youngstown Labs, Inc.	Ohio	34-1767704
AmeriPath, Inc.	Delaware	65-0642485
AmeriPath, LLC	Delaware	65-1046888
Anatomic Pathology Services, Inc.	Oklahoma	73-1563221
API No. 2, LLC	Delaware	65-1046886
APL Properties Limited Liability Company	Nevada	86-0864218
Arizona Pathology Group, Inc.	Arizona	86-0864486
Central Plains Holdings, Inc.	Kansas	48-1219588
Dermatopathology Services, Inc.	Alabama	63-0984892
Diagnostic Pathology Management Services, LLC	Oklahoma	73-1402878
Diagnostic Reference Services Inc.	Maryland	22-3479439
DPD Holdings, Inc.	Delaware	93-0988106
Enterix Inc.	Delaware	01-0529545
ExamOne World Wide of NJ, Inc.	New Jersey	22-2127674
ExamOne World Wide, Inc.	Pennsylvania	23-2057350
Focus Diagnostics, Inc.	Delaware	52-1604494
Focus Technologies Holding Company	Delaware	52-1445953
HemoCue, Inc.	California	33-0882550
Kailash B. Sharma, M.D., Inc.	Georgia	58-1416059
LabOne of Ohio, Inc.	Delaware	20-0310967
LabOne, Inc.	Missouri	43-1039532
MedPlus, Inc.	Ohio	48-1094982
MetWest Inc.	Delaware	33-0363116
Nichols Institute Diagnostics	California	95-2955451
Ocmulgee Medical Pathology Association, Inc.	Georgia	58-1267100
O’Quinn Medical Pathology Association, LLC	Georgia	58-1303376
Osborn Group Inc.	Delaware	48-1045507
Pathology Building Partnership	Maryland	51-1188454
PCA of Denver, Inc.	Tennessee	62-1721242
PCA of Nashville, Inc.	Tennessee	62-1729315
Peter G. Klacsmann, M.D., Inc.	Georgia	58-1441090
Quest Diagnostics Clinical Laboratories, Inc.	Delaware	38-2084239
Quest Diagnostics Finance Incorporated	Delaware	51-0390179
Quest Diagnostics Holdings Incorporated	Delaware	23-2324658

Name	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Quest Diagnostics Incorporated (MD)	Maryland	52-0890739
Quest Diagnostics Incorporated (MI)	Michigan	38-1882750
Quest Diagnostics Incorporated (NV)	Nevada	88-0099333
Quest Diagnostics Investments Incorporated	Delaware	51-0314231
Quest Diagnostics LLC (CT)	Connecticut	06-1460613
Quest Diagnostics LLC (IL)	Illinois	36-4257926
Quest Diagnostics LLC (MA)	Massachusetts	04-3248020
Quest Diagnostics Nichols Institute (f/k/a Quest Diagnostics Incorporated) (CA)	California	95-2701802
Quest Diagnostics Nichols Institute, Inc.	Virginia	54-0854787
Quest Diagnostics of Pennsylvania Inc.	Delaware	22-3137283
Regional Pathology Consultants, LLC	Utah	87-0559208
Rocky Mountain Pathology, LLC	Utah	87-0526913
Sharon G. Daspit, M.D., Inc.	Georgia	58-1626140
Shoals Pathology Associates, Inc.	Alabama	63-0700856
Specialty Laboratories, Inc.	California	95-2961036
Strigen, Inc.	Utah	87-0651722
TID Acquisition Corp.	Delaware	22-3620117
Unilab Corporation	Delaware	71-0897031

EXPLANATORY NOTE

This Registration Statement on Form S-3 (Registration No. 333-143867) of Quest Diagnostics Incorporated and its subsidiary guarantor registrants (the “Registration Statement”) is being amended to add AmeriPath Group Holdings, Inc., AmeriPath Holdings, Inc., AmeriPath Intermediate Holdings, Inc. and Medplus, Inc., all of which are subsidiaries of Quest Diagnostics Incorporated, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses, except the SEC registration fee, are estimated.

Securities and Exchange Commission registration fee			*
Legal fees and expenses	$	150,000
Trustee’s fees and expenses	$	20,000
Accounting fees and expenses	$	200,000
Printing expenses	$	30,000
Miscellaneous	$	30,000
Total	$	430,000

* Deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933.

Item 15. Indemnification of Directors and Officers.

Limitation on Liability of Directors

Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the “DGCL”), Paragraph 11 of our certificate of incorporation (the “Certificate”) eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors. Directors remain liable for (1) any breach of the duty of loyalty to us or our stockholders, (2) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (3) any violation of Section 174 of the DGCL, which proscribes the payment of dividends and stock purchases or redemptions under certain circumstances, and (4) any transaction from which directors derive an improper personal benefit.

Indemnification and Insurance

In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Section 7.01 of our By-Laws and Section 11 of our Certificate each grant our directors and officers a right to indemnification, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) for all expenses, liabilities and losses reasonably incurred by each director or officer who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative proceedings to which they are a party (1) by reason of the fact that they are or were our directors or officers or (2) by reason of the fact that, while they are or were our directors or officers, they are or were serving at our request as directors or officers of another corporation, partnership, joint venture, trust or enterprise including service with respect to employee benefit plans, and such indemnification shall continue as to former directors and officers and shall inure to the benefit of such directors’ and officers’ heirs, executors and administrators; provided, however, that, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by the person seeking indemnification only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Each of the By-Laws and the Certificate further provides for the mandatory advancement of expenses incurred by officers and directors in defending such proceedings in advance of their final

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disposition upon delivery to us by the indemnitee of an undertaking to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified. We may not indemnify or make advance payments to any person in connection with proceedings initiated against us by such person without the authorization of our board of directors.

In addition, Paragraph 11 of the Certificate provides that directors and officers therein described shall be indemnified to the fullest extent permitted by Section 145 of the DGCL, or any successor provisions or amendments thereunder.

In the event that any such successor provisions or amendments provide indemnification rights broader than permitted prior thereto, Paragraph 11 of the Certificate allows such broader indemnification rights to apply retroactively with respect to any predating alleged action or inaction and also allows the indemnification to continue after an indemnitee has ceased to be our director or officer and to inure to the benefit of the indemnitee’s heirs, executors and administrators.

Each of the By-Laws and the Certificate further provides that the right to indemnification is not exclusive of any other right that any indemnitee may have or thereafter acquire under any statute, the Certificate, any agreement or vote of stockholders or disinterested directors or otherwise, and allows us to indemnify and advance expenses to any person whom the corporation has the power to indemnify under the DGCL or otherwise.

Our By-Laws further provide that should any repeal or modification of any of the provisions of Section 7.01 occur, such changes would not adversely affect any right or protection of any director, officer or other person in respect of any proceeding arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

The form of underwriting agreement to be filed as Exhibit 1.1 hereto will provide for the indemnification of the registrant, its controlling persons, its directors and certain of its officers by the underwriters against certain liabilities, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Each of the By-Laws and the Certificate authorizes us to purchase insurance for our directors and officers and persons who serve at our request as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or enterprise against any expense, liability or loss incurred in such capacity, whether or not we would have the power to indemnify such persons against such expense or liability under the DGCL. We intend to maintain insurance coverage of our officers and directors as well as insurance coverage to reimburse us for potential costs of our corporate indemnification of directors and officers.

Pursuant to an Amended and Restated Employment Agreement, dated as of November 7, 2008, the Corporation is required to indemnify (including advancement of expenses) Surya N. Mohapatra to the full extent permitted by law and the Corporation’s By-laws, and to include him as an insured person under the Corporation’s directors’ and officers’ liability insurance policy.

Item 16. Exhibits and Financial Statements Schedules.

The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of senior debt securities offered (if the total dollar value of senior debt securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the senior debt securities offered therein, and the offering of such senior debt securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the senior debt securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of senior debt securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the senior debt securities in the registration statement to which the prospectus relates, and the offering of such senior debt securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

(5) that, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the senior debt securities, the undersigned registrant undertakes that in a primary offering of senior debt securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the senior debt securities to the purchaser, if the senior debt securities are offered or sold to such purchaser by

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means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such senior debt securities to such purchaser:

(i) any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its senior debt securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the senior debt securities offered therein, and the offering of such senior debt securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in response to Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the senior debt securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS INCORPORATED

By: * Name: Surya N. Mohapatra, Ph.D.
Title: Chairman of the Board and President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates indicated.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	Chairman of the Board, President and Director (principal executive officer)
	* Robert A. Hagemann	Senior Vice President and Chief Financial Officer (principal financial officer)
	* Thomas F. Bongiorno	Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer)
	* John C. Baldwin, MD	Director
	* Jenne K. Britell, Ph.D.	Director
	* William F. Buehler	Director
	* Rosanne Haggerty	Director
	* Gary M. Pfeiffer	Director
	* Daniel C. Stanzione, Ph.D.	Director
	* Gail R. Wilensky, Ph.D	Director
	* John B. Ziegler	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS HOLDINGS INCORPORATED

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS NICHOLS INSTITUTE

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS INCORPORATED (NV)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS INCORPORATED (MD)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS LLC (IL)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS LLC (CT)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS LLC (MA)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS INCORPORATED (MI)

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICSOF PENNSYLVANIA INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERICAN MEDICAL LABORATORIES INCORPORATED

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

APL PROPERTIES LIMITED LIABILITY COMPANY

By: * Name: Surya N. Mohapatra, Ph.D.
Title: Chief Executive Officer  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

METWEST INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

NICHOLS INSTITUTE DIAGNOSTICS

By: /S/ JOHN G. HURRELL Name: John G. Hurrell
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ JOHN G. HURRELL John G. Hurrell	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

DPD HOLDINGS, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

DIAGNOSTIC REFERENCE SERVICES INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

PATHOLOGY BUILDING PARTNERSHIP

By: QUEST DIAGNOSTICS INCORPORATED (MD)  

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Athens, State of Georgia, on November 12, 2009.

QUEST DIAGNOSTICS INVESTMENTS INCORPORATED

By: * Name: Robert S. Galen
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Signature		Title
	* Robert S. Galen	President and Director
	* Louis M. Heidelberger	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Athens, State of Georgia, on November 12, 2009.

QUEST DIAGNOSTICS FINANCE INCORPORATED

By: * Name: Robert S. Galen
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Signature		Title
	* Robert S. Galen	President and Director
	* Louis M. Heidelberger	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

UNILAB CORPORATION

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

LABONE, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

EXAMONE WORLD WIDE, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

EXAMONE WORLD WIDEOF NJ, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

CENTRAL PLAINS HOLDINGS, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

LABONEOF OHIO, INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

OSBORN GROUP INC.

By: * Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

FOCUS TECHNOLOGIES HOLDING COMPANY

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ ROBERT F. O’KEEF Robert F. O’Keef	Vice President and Treasurer (principal financial officer)
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

FOCUS DIAGNOSTICS, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ ROBERT F. O’KEEF Robert F. O’Keef	Vice President and Treasurer (principal financial officer)
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

ENTERIX INC.

By: /S/ PAUL L. RUST Name: Paul L. Rust
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ PAUL L. RUST Paul L. Rust	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer)
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

HEMOCUE, INC.

By: * Name: Paul L. Rust
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Paul L. Rust	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer)
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH CONSOLIDATED LABS, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH FLORIDA, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC.
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC.
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH HOSPITAL SERVICES FLORIDA, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC.
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Florida, LLC.
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH INDIANA, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Indiana, LLC.
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Indiana, LLC.
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH KENTUCKY, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ JAMES P. BODNAR James P. Bodnar, M.D.	Director

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH MARKETING USA, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH MICHIGAN, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH MISSISSIPPI, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH NEW YORK, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath New York, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath New York, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH NORTH CAROLINA, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH OHIO, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH PENNSYLVANIA, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Pennsylvania, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Pennsylvania, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH PHILADELPHIA, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH SC, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH TEXAS, L.P.

By: AMERIPATH, LLC  

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath LLC, the general partner of AmeriPath Texas, L.P.
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath LLC, the general partner of AmeriPath Texas, L.P.
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH YOUNGSTOWN LABS, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH WISCONSIN, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Wisconsin, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath Wisconsin, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of AmeriPath, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of AmeriPath, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

ANATOMIC PATHOLOGY SERVICES, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

API NO. 2, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the member of API No. 2, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the member of API No. 2, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

ARIZONA PATHOLOGY GROUP, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

DERMATOPATHOLOGY SERVICES, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of Diagnostic Pathology Management Services, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of Diagnostic Pathology Management Services, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

KAILASH B. SHARMA, M.D., INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of AmeriPath, Inc., the sole member of O’Quinn Medical Pathology Association, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of AmeriPath, Inc., the sole member of O’Quinn Medical Pathology Association, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

PCA OF DENVER, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

PCA OF NASHVILLE, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

PETER G. KLACSMANN, M.D., INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

REGIONAL PATHOLOGY CONSULTANTS, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of Strigen, Inc., the sole member of Regional Pathology Consultants, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of Strigen, Inc., the sole member of Regional Pathology Consultants, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

ROCKY MOUNTAIN PATHOLOGY, LLC

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director of Strigen, Inc., the sole member of Rocky Mountain Pathology, LLC
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director of Strigen, Inc., the sole member of Rocky Mountain Pathology, LLC
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

SHARON G. DASPIT, M.D., INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

SHOALS PATHOLOGY ASSOCIATES, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

SPECIALTY LABORATORIES, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

STRIGEN, INC.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

TID ACQUISITION CORP.

By: * Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	* Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

* The undersigned, by signing their names hereto, sign and execute this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By: /S/ LEO C. FARRENKOPF, JR. Leo C. Farrenkopf, Jr.   Attorney-in-Fact November 12, 2009

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH GROUP HOLDINGS, INC.

By: /S/ JOAN E. MILLER Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ JOAN E. MILLER Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH HOLDINGS, INC.

By: /S/ JOAN E. MILLER Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ JOAN E. MILLER Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

AMERIPATH INTERMEDIATE HOLDINGS, INC.

By: /S/ JOAN E. MILLER Name: Joan E. Miller, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ JOAN E. MILLER Joan E. Miller, Ph.D.	President (principal executive officer) and Director
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of New Jersey, on November 12, 2009.

MEDPLUS, INC.

By: /S/ SURYA N. MOHAPATRA Name: Surya N. Mohapatra, Ph.D.
Title: President  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 12, 2009 by the following persons in the capacities and on the dates as indicated.

Each individual whose manual signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Signature		Title
	/S/ SURYA N. MOHAPATRA Surya N. Mohapatra, Ph.D.	President (principal executive officer)
	/S/ MICHAEL G. LUKAS Michael G. Lukas	Vice President (principal financial officer) and Director
	/S/ THOMAS F. BONGIORNO Thomas F. Bongiorno	Vice President and Controller (principal accounting officer)
	/S/ CATHERINE T. DOHERTY Catherine T. Doherty	Director

II-77

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
*1.1	Form of Underwriting Agreement for Debt Securities.
3.1	Restated Certificate of Incorporation of Quest Diagnostics Incorporated (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 31, 2001, and incorporated herein by reference).
3.2	Certification of Amendment to Restated Certificate of Incorporation of Quest Diagnostics Incorporated (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference).
3.3	Amended and Restated By-Laws of Quest Diagnostics Incorporated (filed as an Exhibit to the Company’s current report on Form 8-K dated February 13, 2009 and incorporated herein by reference).
4.1	Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and the Bank of New York (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference).
4.2	First Supplemental Indenture, dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and the Bank of New York (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference).
4.3	Second Supplemental Indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors, and the Bank of New York (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: November 26, 2001) and incorporated herein by reference).
4.4	Third Supplemental Indenture, dated as of April 4, 2002, among the Company, the Additional Subsidiary Guarantors, and the Bank of New York (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: April 1, 2002) and incorporated herein by reference).
4.5	Fourth Supplemental Indenture, dated as of March 19, 2003, among Unilab Corporation (f/k/a Quest Diagnostics Newco Incorporated), the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference).
4.6	Fifth Supplemental Indenture, dated as of April 16, 2004, among Unilab Acquisition Corporation (d/b/a FNA Clinics of America), the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).
4.7	Sixth Supplemental Indenture, dated as of October 31, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: October 31, 2005) and incorporated herein by reference).
4.8	Seventh Supplement Indenture, dated as of November 21, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: November 21, 2005) and incorporated herein by reference).
4.9	Eighth Supplemental Indenture, dated as of July 31, 2006, among the Company, The Bank of New York and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: July 31, 2006) and incorporated herein by reference).
4.10	Ninth Supplemental Indenture, dated as of September 30, 2006, among the Company, The Bank of New York and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: September 30, 2006) and incorporated herein by reference).

II-78

Exhibit Number	Description of Exhibit
4.11	Tenth Supplemental Indenture, dated as of June 22, 2007, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference)
4.12	Eleventh Supplemental Indenture, dated as of June 22, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference)
4.13	Twelfth Supplemental Indenture, dated as of June 25, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference)
†5.1	Opinion of Shearman & Sterling LLP.
†12.1	Computation of Ratio of Earnings to Fixed Charges.
†23.1	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
†23.2	Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Quest Diagnostics Incorporated.
24.1	Powers of Attorney (previously filed or included in signature pages).
†25.1	Form T-1 Statement of Eligibility of the Senior Indenture Trustee.

*	Executed versions of this document will, if applicable, be filed by current report on Form 8-K after the issuance of the securities to which they relate.
†	Filed herewith.

II-79

EX-5.1

Exhibit 5.1

[Letterhead of Shearman & Sterling LLP]

November 12, 2009

The Board of Directors
Quest Diagnostics Incorporated
3 Giralda Farms
Madison, New Jersey 07940

Ladies and Gentlemen:

We have acted as counsel to Quest Diagnostics Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-3 (File No. 333-143867, the “Form S-3”), filed on June 19, 2007, and the post-effective amendment no. 1 to the Form S-3 (the “Amendment” and, together with the Form S-3, the “Registration Statement”) filed with the Securities and Exchange Commission relating to the offering from time to time, pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of (i) one or more series of debt securities of the Company (the “Debt Securities”) and (ii) guarantees of such Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”) by certain subsidiaries of the Company, as specified in the Registration Statement (the “Subsidiary Guarantors”). The offering of the Securities will be as set forth in the prospectus contained in the Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus (each, a “Prospectus Supplement”).

The Securities will be issued in one or more series pursuant to an indenture, dated as of June 27, 2001 (the “Base Indenture”) among the Company, the Guarantors (as defined herein) and The Bank of New York Mellon, (formerly, The Bank of New York), as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors (as defined therein) party thereto as guarantors, and the Trustee, as further supplemented by a second supplemental indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003, among the Company, the additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the additional Subsidiary Guarantor (as defined therein) party thereto and the Trustee, as further supplemented by a sixth supplemental indenture dated October 31, 2005, among the Company, the Guarantors and the Trustee, as further supplemented by a seventh supplemental indenture dated November 21, 2005, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee, as further supplemented by an eighth supplemental indenture dated July 31, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee, as further supplemented by the ninth supplemental indenture dated September 30, 2006, among the Company, the additional Subsidiary Guarantors (as defined therein) and the Trustee, and as further supplemented by the tenth supplemental indenture dated June 22, 2007, among Quest Diagnostics, the Subsidiary Guarantors (as defined therein), and as further supplemented by the eleventh supplemental indenture dated June 22, 2007, among Quest Diagnostics, the additional Subsidiary Guarantors (as defined therein) and the Trustee, and as further supplemented by the twelfth supplemental indenture dated June 25, 2007, among Quest Diagnostics, the additional Subsidiary Guarantors (as defined therein) and the Trustee (collectively, the “Indenture”).

In that connection, we have reviewed originals or copies of:

(a)	The Indenture.
(b)	A specimen of the Debt Securities.
(c)	A specimen of the Guarantees.

The documents described in the foregoing clauses (a) through (c) of this paragraph are collectively referred to herein as the “Opinion Documents”.

1

We have also reviewed the following:

(a)	The Registration Statement.
(b)	The Prospectus.

We have also reviewed originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our review of the Opinion Documents and other documents, and otherwise for the purposes of this opinion, we have assumed:

(a)The genuineness of all signatures.

(b)The authenticity of the originals of the documents submitted to us.

(c)The conformity to authentic originals of any documents submitted to us as copies.

(d)As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company and the Subsidiary Guarantors.

(e)That the Opinion Documents are the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party, other than the Company and the Subsidiary Guarantors, in accordance with its terms.

(f)That:

     (i)Each of the Company and the Subsidiary Guarantors is duly organized and validly existing under the laws of the jurisdiction of its organization.

     (ii)Each of the Company and the Subsidiary Guarantors has the full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party

     (iii)The execution, delivery and performance by the Company and each of the Subsidiary Guarantors of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:

(a)contravene its certificate or articles of incorporation, bylaws or other organizational documents;

(b)violate any law, rule or regulation applicable to it; or

(c)result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.

     (iv)No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Company or the Subsidiary Guarantors of any of the Opinion Documents to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

          We have not independently established the validity of the foregoing assumptions.

          “Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules and regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company or the Guarantors, the Opinion Documents or the transactions governed by the Opinion

2

Documents, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to any of the Opinion Documents or any of its affiliates.

     Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that,

     1.The Indenture constitutes a legal, valid and binding agreement of the Company and each of the Subsidiary Guarantors, enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms.

     2.When (i) the Debt Securities have been duly authorized, (ii) the final terms thereof have been duly established and approved and (iii) the Debt Securities have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers thereof, the Debt Securities will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with the terms thereof and will be entitled to the benefits of the Indenture.

     3.When (i) the Guarantees have been duly authorized (ii) the final terms thereof have been duly established and approved, (iii) the Guarantees have been duly executed and delivered by each of the Subsidiary Guarantors in accordance with the Indenture and (iv) the Debt Securities have been authenticated by the Trustee in accordance with the Indenture, the Guarantees will constitute legal, valid and binding obligation of the Subsidiary Guarantors enforceable against the Subsidiary Guarantors in accordance with the terms thereof and will be entitled to the benefits of the Indenture.

     4. Our opinions expressed above are subject to the following qualifications:

     (a)Our opinions in paragraphs 1, 2 and 3 above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

     (b)Our opinions in paragraphs 1, 2 and 3 above are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

     (c)Our opinions are limited to Generally Applicable Law, and we do not express any opinion herein concerning any other law.

This opinion letter is rendered to you in connection with the preparation and filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed therein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus.

Very truly yours,

/s/ Shearman & Sterling LLP

STG/FJE/EWT/AM/PAS
LSN

3

EX-12.1

Exhibit 12.1

QUEST DIAGNOSTICS INCORPORATED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS, EXCEPT RATIOS)

		FOR THE
		NINE
		MONTHS
		ENDED						YEAR ENDED DECEMBER 31,
		SEPTEMBER 30,
		2009			2008			2007			2006			2005			2004
Income from continuing
operations before taxes, equity
earnings and minority share of
income	$	909,617		$	1,020,613		$	912,380		$	1,028,161		$	941,498		$	822,880
Adjustments:
Distributed income from less
than 50% owned companies		16,085			28,752			24,972			26,411			25,492			21,973
Fixed charges		157,915			248,716			243,317			147,133			108,751			103,725
Earnings from continuing
operations before taxes and
fixed charges, as adjusted	$	1,083,617		$	1,298,081		$	1,180,669		$	1,201,705		$	1,075,741		$	948,578
Fixed charges:
Interest expense	$	111,991		$	185,783		$	186,957		$	96,997		$	63,266		$	60,464
Portion of rent expense which
represents interest factor		45,924			62,933			56,360			50,136			45,485			43,261
Total fixed charges	$	157,915		$	248,716		$	243,317		$	147,133		$	108,751		$	103,725
Ratio of earnings to fixed
charges		6.9	x		5.2	x		4.9	x		8.2	x		9.9	x		9.2	x

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 17, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Quest Diagnostics Incorporated's Annual Report on Form 10-K for the year ended December 31, 2008. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 11, 2009

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

___________________________

QUEST DIAGNOSTICS INCORPORATED
(Exact name of obligor as specified in its charter)

Delaware	16-1387862
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

TABLE OF ADDITIONAL REGISTRANTS

	State or other
	Jurisdiction of
	Incorporation or	I.R.S. Employer
Name	Organization	Identification Number
American Medical Laboratories Incorporated	Delaware	54-1983356
AmeriPath Consolidated Labs, Inc.	Florida	26-0003506
AmeriPath Florida, LLC	Delaware	65-0641688
AmeriPath Group Holdings, Inc.	Delaware	20-3746016
AmeriPath Holdings, Inc.	Delaware	61-1436296
AmeriPath Hospital Services Florida, LLC	Delaware	16-1702356
AmeriPath Indiana, LLC	Indiana	35-1937874
AmeriPath Intermediate Holdings, Inc.	Delaware	20-8388835
AmeriPath Kentucky, Inc.	Kentucky	62-1373947
AmeriPath Marketing USA, Inc.	Florida	65-1064707
AmeriPath Michigan, Inc.	Michigan	38-1880648
AmeriPath Mississippi, Inc.	Mississippi	64-0504003
AmeriPath New York, LLC	Delaware	65-0819138
AmeriPath North Carolina, Inc.	North Carolina	56-1272454
AmeriPath Ohio, Inc.	Delaware	31-1483746
AmeriPath Pennsylvania, LLC	Pennsylvania	25-1680680
AmeriPath Philadelphia, Inc.	New Jersey	22-2163419
AmeriPath SC, Inc.	South Carolina	11-3680559
AmeriPath Texas, LP	Texas	75-2530066
AmeriPath Wisconsin, LLC	Wisconsin	39-1091107

- 2 -

AmeriPath Youngstown Labs, Inc.	Ohio	34-1767704
AmeriPath, Inc.	Delaware	65-0642485
AmeriPath, LLC	Delaware	65-1046888
Anatomic Pathology Services, Inc.	Oklahoma	73-1563221
API No. 2, LLC	Delaware	65-1046886
APL Properties Limited Liability Company	Nevada	86-0864218
Arizona Pathology Group, Inc.	Arizona	86-0864486
Central Plains Holdings, Inc.	Kansas	48-1219588
Dermatopathology Services, Inc.	Alabama	63-0984892
Diagnostic Pathology Management	Oklahoma	73-1402878
Services, LLC
Diagnostic Reference Services Inc.	Maryland	22-3479439
DPD Holdings, Inc.	Delaware	93-0988106
Enterix Inc.	Delaware	01-0529545
ExamOne World Wide of NJ, Inc.	New Jersey	22-2127674
ExamOne World Wide, Inc.	Pennsylvania	23-2057350
Focus Diagnostics, Inc.	Delaware	52-1604494
Focus Technologies Holding Company	Delaware	52-1445953
HemoCue, Inc.	California	33-0882550
Kailash B. Sharma, M.D., Inc.	Georgia	58-1416059
LabOne of Ohio, Inc.	Delaware	20-0310967
LabOne, Inc.	Missouri	43-1039532
MedPlus, Inc.	Ohio	48-1094982
MetWest Inc.	Delaware	33-0363116
Nichols Institute Diagnostics	California	95-2955451

- 3 -

Ocmulgee Medical Pathology Association, Inc.	Georgia	58-1267100
O’Quinn Medical Pathology Association, LLC	Georgia	58-1303376
Osborn Group Inc.	Delaware	48-1045507
Pathology Building Partnership	Maryland	51-1188454
PCA of Denver, Inc.	Tennessee	62-1721242
PCA of Nashville, Inc.	Tennessee	62-1729315
Peter G. Klacsmann, M.D., Inc.	Georgia	58-1441090
Quest Diagnostics Clinical Laboratories, Inc.	Delaware	38-2084239
Quest Diagnostics Finance Incorporated	Delaware	51-0390179
Quest Diagnostics Holdings Incorporated	Delaware	23-2324658
Quest Diagnostics Incorporated (MD)	Maryland	52-0890739
Quest Diagnostics Incorporated (MI)	Michigan	38-1882750
Quest Diagnostics Incorporated (NV)	Nevada	88-0099333
Quest Diagnostics Investments Incorporated	Delaware	51-0314231
Quest Diagnostics LLC (CT)	Connecticut	06-1460613
Quest Diagnostics LLC (IL)	Illinois	36-4257926
Quest Diagnostics LLC (MA)	Massachusetts	04-3248020
Quest Diagnostics Nichols Institute	California	95-2701802
(f/k/a Quest Diagnostics Incorporated) (CA)
Quest Diagnostics Nichols Institute, Inc.	Virginia	54-0854787
Quest Diagnostics of Pennsylvania Inc.	Delaware	22-3137283
Regional Pathology Consultants, LLC	Utah	87-0559208
Rocky Mountain Pathology, LLC	Utah	87-0526913
Sharon G. Daspit, M.D., Inc.	Georgia	58-1626140
Shoals Pathology Associates, Inc.	Alabama	63-0700856

- 4 -

Specialty Laboratories, Inc.	California	95-2961036
Strigen, Inc.	Utah	87-0651722
TID Acquisition Corp.	Delaware	22-3620117
Unilab Corporation	Delaware	71-0897031

Three Giralda Farms
Madison, New Jersey	07940
(Address of principal executive offices)	(Zip code)

___________________________

Senior Debt Securities and
Guarantees of Senior Debt Securities
(Title of the indenture securities)

- 5 -

1.	General information. Furnish the following information as to the Trustee:
	(a)	Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of	One State Street, New York, N.Y.
New York	10004-1417, and Albany, N.Y.
	12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y.
	10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

	(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.
2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
	1.	A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 6 -

4.	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
6.	The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 7 -

SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 30th day of October, 2009.

THE BANK OF NEW YORK MELLON
By:	/S/	CHERYL CLARKE
	Name:	CHERYL CLARKE
	Title:	VICE PRESIDENT

- 8 -

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency
and coin		3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased
under agreements to resell:
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to
resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned
income		29,318,000
LESS: Allowance for loan and
lease losses		414,000
Loans and leases, net of unearned
income and allowance		28,904,000
Trading assets		6,282,000
Premises and fixed assets (including
capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries
and associated companies		830,000
Direct and indirect investments in real estate
ventures		0
Intangible assets:
Goodwill		4,949,000
Other intangible assets		1,514,000
Other assets		11,560,000

Total assets	162,003,000
LIABILITIES
Deposits:
In domestic offices	57,327,000
Noninterest-bearing	32,885,000
Interest-bearing	24,442,000
In foreign offices, Edge and Agreement
subsidiaries, and IBFs	74,161,000
Noninterest-bearing	2,846,000
Interest-bearing	71,315,000
Federal funds purchased and securities sold
under agreements to repurchase:
Federal funds purchased in domestic
offices	414,000
Securities sold under agreements to
repurchase	13,000
Trading liabilities	6,144,000
Other borrowed money:
(includes mortgage indebtedness and
obligations under capitalized leases)	2,695,000
Not applicable
Not applicable
Subordinated notes and debentures	3,490,000
Other liabilities
	5,064,000
Total liabilities	149,308,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to
preferred stock)	8,297,000
Retained earnings	7,991,000
Accumulated other comprehensive income	-5,097,000
Other equity capital components	0
Total bank equity capital	12,326,000
Noncontrolling (minority) interests in
consolidated subsidiaries	369,000
Total equity capital	12,695,000
Total liabilities and equity capital	162,003,000

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          I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

          We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Robert P. Kelly	Directors
Catherine A. Rein

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