POWER OF ATTORNEY


	Know all by these presents, that the undersigned hereby constitutes
and appoints each of Sirisha Gummaregula, Michael E. Prevoznik, and Leo C.
Farrenkopf, Jr., signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an executive officer and/or director of Quest Diagnostics
Incorporated (the "Company"), Form ID Applications and Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form ID Application, Form 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely  file such form with the
United States Securities and Exchange Commission and any other authority;
and

(3)	take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of May, 2004.


	/s/Kenneth W. Freeman
	Signature
	KENNETH W. FREEMAN




STATE OF NEW JERSEY	)
	  ):  ss.
COUNTY OF BERGEN	)

	On this 3rd day of May, 2004, before me, the subscriber, personally
appeared KENNETH W. FREEMAN, to me and known to me to be the same person
described in and who executed the foregoing instrument, and he duly
acknowledged to me that he executed the same.


	/s/Nanette C. Stephens
	Notary Public
	State of New Jersey ID#62221
	My commission expires 8/17/06