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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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FORM 10-Q



|x                                                     |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 
|----------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|                                                     
|For the quarterly period ended March 31, 2003        
|                                                     
|o                                                     |  | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|                                                     
|For the transition period from _________ to _________
|                                                     
|Commission file number 1-9957                        

Diagnostic Products Corporation(Exact name of registrant as specified in its charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|California                                                     |  | 95-2802182                       
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer
Identification No.)

5700 West 96th Street
Los Angeles, California 90045
(Address of principal executive offices)

Registrants telephone number: (310) 645-8200

No change

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

YES [X] NO [   ]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

YES [X] NO [   ]

The number of shares of Common Stock, no par value, outstanding as of March 31,
2003, was 28,647,819.



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TABLE OF CONTENTS



|                                  |                                                                                               |                                            |  |  |  |  |  | 
|--------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION    
|                                  | ITEM I. FINANCIAL STATEMENTS                                                                 
|CONSOLIDATED STATEMENTS OF INCOME
|                                  |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                  |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                  |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                  | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                  | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                  | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION       
|                                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|SIGNATURES                       
|CERTIFICATION                    
|EXHIBIT INDEX                    
|EX-10.1                          
|EX-99.1                          



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PART I. FINANCIAL INFORMATION




ITEM I. FINANCIAL STATEMENTS

DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF INCOME
(unaudited)


(Amounts In Thousands, Except Per Share Data)

|                                          |                           |  |                    |        |      |  |        |        | 
|----------------------------------------- | ------------------------- |  | ------------------ | ------ | ---- |  | ------ | ------ | 
|                                          |                           |  | Three Months Ended
|                                          |                           |  | March 31,         
|                                          |                           |  |                   
|                                          |                           |  | 2003               |        | 2002
|                                          |                           |  |                    |        |     
|SALES:                                    |                           |  |                    |        |      |  |        |       
|                                          | Non-Affiliated Customers  |  | $                  | 80,247 |      |  | $      | 67,451 | 
|                                          | Unconsolidated Affiliates |  |                    | 6,633  |      |  |        | 7,189  | 
|                                          |                           |  |                    |        |      |  |        |       
|                                          | Total Sales               |  |                    | 86,880 |      |  |        | 74,640 | 
|COST OF SALES                             |                           |  | 36,556             |        |      |  | 30,670 |       
|                                          |                           |  |                    |        |      |  |        |       
|                                          | Gross Profit              |  |                    | 50,324 |      |  |        | 43,970 | 
|                                          |                           |  |                    |        |      |  |        |       
|OPERATING EXPENSES:                       |                           |  |                    |        |      |  |        |       
|Selling                                   |                           |  | 15,433             |        |      |  | 13,150 |       
|Research and Development                  |                           |  | 10,003             |        |      |  | 8,711  |       
|General and Administrative                |                           |  | 8,599              |        |      |  | 6,657  |       
|Equity in Income of Affiliates            |                           |  | (1,458             | )      |      |  | (712   | )     
|                                          |                           |  |                    |        |      |  |        |       
|OPERATING EXPENSES  NET                  |                           |  | 32,577             |        |      |  | 27,806 |       
|                                          |                           |  |                    |        |      |  |        |       
|                                          | OPERATING INCOME          |  |                    | 17,747 |      |  |        | 16,164 | 
|Interest/Other Income (Expense)  Net     |                           |  | 29                 |        |      |  | (179   | )     
|                                          |                           |  |                    |        |      |  |        |       
|INCOME BEFORE TAXES
AND MINORITY INTEREST |                           |  | 17,776             |        |      |  | 15,985 |       
|PROVISION FOR INCOME TAXES                |                           |  | 5,155              |        |      |  | 4,955  |       
|MINORITY INTEREST                         |                           |  | (86                | )      |      |  | 223    |       
|                                          |                           |  |                    |        |      |  |        |       
|                                          | NET INCOME                |  | $                  | 12,707 |      |  | $      | 10,807 | 
|                                          |                           |  |                    |        |      |  |        |       
|EARNINGS PER SHARE:                       |                           |  |                    |        |      |  |        |       
|                                          | BASIC                     |  | $                  | .44    |      |  | $      | .38    | 
|                                          | DILUTED                   |  | $                  | .43    |      |  | $      | .37    | 
|WEIGHTED AVERAGE SHARES OUTSTANDING:      |                           |  |                    |        |      |  |        |       
|                                          | BASIC                     |  |                    | 28,622 |      |  |        | 28,360 | 
|                                          | DILUTED                   |  |                    | 29,544 |      |  |        | 29,517 | 

SEE ACCOMPANYING NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS
(unaudited)


|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |         |        | 
|----------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- | --------- | ------ | ------------ | ------- | ------- | ------ | 
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         | March 31, |        | December 31,
|(Dollars in Thousands)                                            |                                                                                                                                                                                           | 2003                                                                                                                                                               |         | 2002     
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |          
|Assets                                                            |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|CURRENT ASSETS:                                                   |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Cash and cash equivalents                                                                                                                                                                 |                                                                                                                                                                    | $       | 33,145    |        |              | $       | 54,284  |       
|                                                                  | Accounts receivable (including receivables from unconsolidated
affiliates of $8,370 and $7,256, respectively)  net of
allowance
for doubtful accounts of $2,327 and $2,181, respectively |                                                                                                                                                                    |         | 84,454    |        |              |         | 78,676  |       
|                                                                  | Inventories                                                                                                                                                                               |                                                                                                                                                                    |         | 76,794    |        |              |         | 75,860  |       
|                                                                  | Prepaid expenses and other current assets                                                                                                                                                 |                                                                                                                                                                    |         | 3,159     |        |              |         | 5,542   |       
|                                                                  | Deferred income taxes                                                                                                                                                                     |                                                                                                                                                                    |         | 5,538     |        |              |         | 5,616   |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Total current assets                                                                                                                                                                      |                                                                                                                                                                    |         | 203,090   |        |              |         | 219,978 |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|PROPERTY, PLANT, AND EQUIPMENT:                                   |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Land and buildings                                                                                                                                                                        |                                                                                                                                                                    |         | 54,496    |        |              |         | 54,021  |       
|                                                                  | Machinery and equipment                                                                                                                                                                   |                                                                                                                                                                    |         | 70,094    |        |              |         | 69,069  |       
|                                                                  | Leasehold improvements                                                                                                                                                                    |                                                                                                                                                                    |         | 9,173     |        |              |         | 10,022  |       
|                                                                  | Construction in progress                                                                                                                                                                  |                                                                                                                                                                    |         | 24,262    |        |              |         | 2,487   |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Total                                                                                                                                                                                     |                                                                                                                                                                    |         | 158,025   |        |              |         | 135,599 |       
|                                                                  | Less accumulated depreciation and amortization                                                                                                                                            |                                                                                                                                                                    |         | (65,646   | )      |              |         | (65,714 | )     
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Property, plant, and equipment  net                                                                                                                                                      |                                                                                                                                                                    |         | 92,379    |        |              |         | 69,885  |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|SALES-TYPE AND OPERATING LEASES  net                             |                                                                                                                                                                                           |                                                                                                                                                                    | 70,573  |           |        |              | 66,653  |        
|DEFERRED INCOME TAXES                                             |                                                                                                                                                                                           |                                                                                                                                                                    | 1,367   |           |        |              | 1,367   |        
|INVESTMENTS IN AFFILIATED COMPANIES                               |                                                                                                                                                                                           |                                                                                                                                                                    | 23,584  |           |        |              | 22,245  |        
|GOODWILL  Net of accumulated amortization of $11,905
and $11,896 |                                                                                                                                                                                           |                                                                                                                                                                    | 13,337  |           |        |              | 13,319  |        
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|TOTAL ASSETS                                                      |                                                                                                                                                                                           | $                                                                                                                                                                  | 404,330 |           |        | $            | 393,447 |        
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|Liabilities and Shareholders Equity                              |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|CURRENT LIABILITIES:                                              |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Accounts payable                                                                                                                                                                          |                                                                                                                                                                    | $       | 14,720    |        |              | $       | 15,608  |       
|                                                                  | Accrued liabilities                                                                                                                                                                       |                                                                                                                                                                    |         | 22,748    |        |              |         | 27,039  |       
|                                                                  | Income taxes payable                                                                                                                                                                      |                                                                                                                                                                    |         | 7,279     |        |              |         | 4,955   |       
|                                                                  | Notes payable                                                                                                                                                                             |                                                                                                                                                                    |         | 19,530    |        |              |         | 19,727  |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  | Total current liabilities                                                                                                                                                                 |                                                                                                                                                                    |         | 64,277    |        |              |         | 67,329  |       
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|MINORITY INTEREST                                                 |                                                                                                                                                                                           |                                                                                                                                                                    | 2,524   |           |        |              | 2,554   |        
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|SHAREHOLDERS EQUITY:                                             |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|                                                                  |                                                                                                                                                                                           | Common Stock-no par value, authorized 60,000,000 shares
at March 31, 2003 and December 31, 2002; outstanding
28,647,819 shares and 28,603,779 shares, respectively |         |           | 61,439 |              |         |         | 60,807 | 
|                                                                  | Retained earnings                                                                                                                                                                         |                                                                                                                                                                    |         | 292,218   |        |              |         | 281,228 |       
|                                                                  | Accumulated other comprehensive loss                                                                                                                                                      |                                                                                                                                                                    |         | (16,128   | )      |              |         | (18,471 | )     
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|Total shareholders equity                                        |                                                                                                                                                                                           |                                                                                                                                                                    | 337,529 |           |        |              | 323,564 |        
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                        |                                                                                                                                                                                           | $                                                                                                                                                                  | 404,330 |           |        | $            | 393,447 |        
|                                                                  |                                                                                                                                                                                           |                                                                                                                                                                    |         |           |        |              |         |        

SEE ACCOMPANYING NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)


|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |        |        |       |   | 
|------------------------------------------------ | -------------------------------------------- | -------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------- | ------- | ------------------ | ------ | ------ | ------ | ----- | - | 
|                                                 |                                              |                                                                                  |                                                             |         |         | Three Months Ended
|                                                 |                                              |                                                                                  |                                                             |         |         | March 31,         
|                                                 |                                              |                                                                                  |                                                             |         |         |                   
|(Dollars in Thousands)                           |                                              | 2003                                                                             |                                                             | 2002   
|                                                 |                                              |                                                                                  |                                                             |        
|CASH FLOWS FROM OPERATING ACTIVITIES:            |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 | Net income                                   |                                                                                  | $                                                           | 12,707  |         |                    | $      | 10,807 |       
|                                                 |                                              | Adjustments to reconcile net income to net cash
flows from operating activities: |                                                             |         |         |                    |        |        |        |      
|                                                 |                                              |                                                                                  | Depreciation and amortization                               |         |         | 8,355              |        |        |        | 5,725 |  
|                                                 |                                              |                                                                                  | Equity in undistributed income of unconsolidated affiliates |         |         | (1,458             | )      |        |        | (712  | )
|                                                 |                                              | Changes in operating assets and liabilities:                                     |                                                             |         |         |                    |        |        |        |      
|                                                 |                                              |                                                                                  | Accounts receivable                                         |         | (4,385  | )                  |        |        | (4,399 | )    
|                                                 |                                              |                                                                                  | Inventories                                                 |         | (658    | )                  |        |        | (2,966 | )    
|                                                 |                                              |                                                                                  | Prepaid expenses and other current assets                   |         | 2,811   |                    |        |        | (2,708 | )    
|                                                 |                                              |                                                                                  | Accounts payable                                            |         | (2,120  | )                  |        |        | (5,217 | )    
|                                                 |                                              |                                                                                  | Accrued liabilities                                         |         | (4,639  | )                  |        |        | 1,152  |      
|                                                 |                                              |                                                                                  | Income taxes payable                                        |         | 2,289   |                    |        |        | 3,713  |      
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 | Net cash flows from operating activities     |                                                                                  |                                                             | 12,902  |         |                    |        | 5,395  |       
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|CASH FLOWS USED FOR INVESTING ACTIVITIES:        |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 |                                              | Additions to property, plant, and equipment                                      |                                                             |         | (24,773 | )                  |        |        | (2,153 | )    
|                                                 |                                              | Sales-type and operating leases                                                  |                                                             |         | (7,262  | )                  |        |        | (6,544 | )    
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 | Net cash flows used for investing activities |                                                                                  |                                                             | (32,035 | )       |                    |        | (8,697 | )     
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|CASH
FLOWS USED FOR FINANCING ACTIVITIES:        |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 |                                              | Borrowing (repayments) of notes payable net                                      |                                                             |         | (955    | )                  |        |        | 1,099  |      
|                                                 |                                              | Proceeds from exercise of stock options                                          |                                                             |         | 632     |                    |        |        | 602    |      
|                                                 |                                              | Cash dividends paid                                                              |                                                             |         | (1,717  | )                  |        |        | (1,702 | )    
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|                                                 | Net cash flows used for financing activities |                                                                                  |                                                             | (2,040  | )       |                    |        | (1     | )     
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|EFFECT OF EXCHANGE RATE CHANGES ON CASH          |                                              |                                                                                  | 34                                                          |         |         |                    | 74     |       
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|NET DECREASE IN CASH AND CASH EQUIVALENTS        |                                              |                                                                                  | (21,139                                                     | )       |         |                    | (3,229 | )     
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |                                              |                                                                                  | 54,284                                                      |         |         |                    | 31,834 |       
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       
|CASH AND CASH EQUIVALENTS
AT END OF PERIOD       |                                              | $                                                                                | 33,145                                                      |         |         | $                  | 28,605 |       
|                                                 |                                              |                                                                                  |                                                             |         |         |                    |        |       

SEE ACCOMPANYING NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS.

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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


Note 1  Basis of Presentation

The information for the three months ended March 31, 2003 and 2002 has not been
audited by independent public accountants, but includes all adjustments
(consisting of normal recurring accruals) that are, in the opinion of
management, necessary to a fair statement of the results for such periods.

Certain information and footnote disclosure normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to the requirements
of the Securities and Exchange Commission, although the Company believes that
the disclosures included in these financial statements are adequate to make the
information not misleading.

The consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Companys
2002 Annual Report on Form 10-K as filed with the Securities and Exchange
Commission.

The results of operations for the three-month period ended March 31, 2003 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2003. Basic earnings per share is computed by dividing net income
by the weighted-average number of shares outstanding. Diluted earnings per
share includes the dilutive effect of stock options.

Note 2  Inventories

Inventories by major categories are summarized as follows:

|                       |  |           |        |              |  |   |        | 
|---------------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|                       |  | March 31, |        | December 31,
|(Dollars in Thousands) |  | 2003      |        | 2002        
|                       |  |           |        |             
|Raw materials          |  | $         | 36,235 |              |  | $ | 35,257 | 
|Work in process        |  |           | 29,408 |              |  |   | 30,814 | 
|Finished goods         |  |           | 11,151 |              |  |   | 9,789  | 
|                       |  |           |        |              |  |   |        | 
|Total                  |  | $         | 76,794 |              |  | $ | 75,860 | 
|                       |  |           |        |              |  |   |        | 

Note 3  Comprehensive Income

Comprehensive income is summarized as follows:

|                                        |  |                    |        |      |  |   |        |  
|--------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                        |  | Three Months Ended
|                                        |  | March 31,         
|                                        |  |                   
|(Dollars in Thousands)                  |  | 2003               |        | 2002
|                                        |  |                    |        |     
|Net income                              |  | $                  | 12,707 |      |  | $ | 10,807 |  
|Foreign currency translation adjustment |  |                    | 2,343  |      |  |   | (1,857 | )
|                                        |  |                    |        |      |  |   |        |  
|Comprehensive income                    |  | $                  | 15,050 |      |  | $ | 8,950  |  
|                                        |  |                    |        |      |  |   |        |  

The Company does not provide for U.S. income taxes on foreign currency
translation adjustments because it does not provide for such taxes on
undistributed earnings of foreign subsidiaries.

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Note 4  Segment and Product Line Information

The Company considers its manufactured instruments and medical immunodiagnostic
test kits as one operating segment, as the kits are required to run the
instruments and utilize similar technology and instrument manufacturing
processes. The Company manufactures its instruments and kits principally from
facilities in the United States and the United Kingdom. Kits and instruments
are sold to hospitals, medical centers, clinics, physicians, and other clinical
laboratories throughout the world through a network of distributors, including
consolidated distributors located in the United Kingdom, Germany, Czech
Republic, Poland, Spain, The Netherlands, Belgium, Luxemborg, Finland, Norway,
France, Australia, New Zealand, China, Brazil, Uruguay, Bolivia, Venezuela,
Costa Rica, Panama, Sweden, Latvia, Lithuania, Estonia, and Denmark.

The Company sells its instruments and immunodiagnostic test kits under several
product lines. Product line sales information is as follows:

|                                          |  |                    |        |      |  |   |        | 
|----------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | 
|                                          |  | Three Months Ended
|                                          |  | March 31,         
|                                          |  |                   
|(Dollars in Thousands)                    |  | 2003               |        | 2002
|                                          |  |                    |        |     
|Sales:                                    |  |                    |        |      |  |   |        | 
|IMMULITE (includes service)               |  | $                  | 75,653 |      |  | $ | 62,304 | 
|Radioimmunoassay (RIA)                  |  |                    | 6,793  |      |  |   | 7,864  | 
|Other (Includes DPC and
non-DPC products) |  |                    | 4,434  |      |  |   | 4,472  | 
|                                          |  |                    |        |      |  |   |        | 
|                                          |  | $                  | 86,880 |      |  | $ | 74,640 | 
|                                          |  |                    |        |      |  |   |        | 

The Company is organized and managed by geographic area. Transactions between
geographic segments are accounted for as normal sales for internal reporting
and management purposes with all intercompany amounts eliminated in
consolidation. Sales are attributed to geographic areas based on the location
from which the instrument or kit is shipped to the customer. Information
reviewed by the Companys chief operating decision maker on significant
geographic segments is prepared on the same basis as the consolidated financial
statements and is as follows:

|                                  |  |        |        |          |  |          |        |            |  |        |        |             |  |              |       |       |  |   |        |  |  |   |         |   |  |   |        | 
|--------------------------------- |  | ------ | ------ | -------- |  | -------- | ------ | ---------- |  | ------ | ------ | ----------- |  | ------------ | ----- | ----- |  | - | ------ |  |  | - | ------- | - |  | - | ------ | 
|                                  |  |        |        |          |  | Euro/DPC |        | DPC        |  | DPC    |        |             |  |              |       |       |  |   |        |  |  |  
|                                  |  |        |        |          |  | Limited  |        | Biermann   |  | Medlab |        |             |  |              |       | Less: |  |   |        | 
|                                  |  | United |        | (United  |  | (German  |        | (Brazilian |  |        |        |             |  | Intersegment |       |       |  |  
|(Dollars in Thousands)            |  | States |        | Kingdom) |  | Group)*  |        | Group)*    |  | Other  |        | Elimination |  | Total       
|                                  |  |        |        |          |  |          |        |            |  |        |        |             |  |             
|Three Months Ended March 31, 2003 |  |        |        |          |  |          |        |            |  |        |        |             |  |              |       |       |  |   |        |  |  |   |         |   |  |   |        | 
|Sales                             |  | $      | 56,678 |          |  | $        | 15,073 |            |  | $      | 12,675 |             |  | $            | 6,202 |       |  | $ | 21,144 |  |  | $ | (24,892 | ) |  | $ | 86,880 | 
|Net income                        |  |        | 7,024  |          |  |          | 2,883  |            |  |        | 420    |             |  |              | (197  | )     |  |   | 2,427  |  |  |   | 150     |   |  |   | 12,707 | 
|Three Months Ended March 31, 2002 |  |        |        |          |  |          |        |            |  |        |        |             |  |              |       |       |  |   |        |  |  |   |         |   |  |   |        | 
|Sales                             |  | $      | 55,041 |          |  | $        | 9,765  |            |  | $      | 9,070  |             |  | $            | 7,402 |       |  | $ | 15,582 |  |  | $ | (22,220 | ) |  | $ | 74,640 | 
|Net income                        |  |        | 7,698  |          |  |          | 1,751  |            |  |        | 1      |             |  |              | 393   |       |  |   | 1,137  |  |  |   | (173    | ) |  |   | 10,807 | 

*DPC Biermann includes the Companys operations in Germany, the Czech Republic,
Slovenia, Croatia, and Poland. DPC Medlab includes the Companys operations in
Brazil, Uruguay, Venezuela, Costa Rica, Panama, and Bolivia.

Note 5  Pro Forma Stock-Based Compensation

The Company has stock option plans under which historically options have been
granted at exercise prices equal to the market price at the date of grant.
Options granted vest over periods of three to nine years and expire ten years
from the date of grant.

Pursuant to Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, the Company has elected to account
for its employee stock options under Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, which recognizes

6



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##### Table of Contents



expense based on the intrinsic value at the date of grant. As stock options
have been issued with exercise prices equal to the respective market prices at
grant date, no compensation expense has resulted. In December 2002, the
Financial Accounting Standards Board (FASB) issued SFAS No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123, which provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
Company elected to maintain the intrinsic method of accounting for stock
options under APB No. 25. Had compensation cost for all options granted been
determined based on the fair value at grant date consistent with SFAS No. 123,
the Companys net earnings and earnings per share would have been as follows:

(Amounts in Thousands, except per share data)

|                       |                      |   |        |                    |   |      |        |       |   | 
|---------------------- | -------------------- | - | ------ | ------------------ | - | ---- | ------ | ----- | - | 
|                       |                      |   |        | Three Months Ended
|                       |                      |   |        | March 31          
|                       |                      |   |        |                   
|                       |                      |   |        | 2003               |   | 2002
|                       |                      |   |        |                    |   |     
|Net Earnings           |                      |   |        |                    |   |      |        |      
|As Reported            |                      | $ | 12,707 |                    |   | $    | 10,807 |      
|Pro Forma expense      |                      |   | (738   | )                  |   |      | (673   | )    
|                       |                      |   |        |                    |   |      |        |      
|Pro Forma              |                      | $ | 11,969 |                    |   | $    | 10,134 |      
|                       |                      |   |        |                    |   |      |        |      
|Net Earnings Per Share |                      |   |        |                    |   |      |        |      
|Basic:                 |                      |   |        |                    |   |      |        |      
|                       | As Reported          |   | $      | 0.44               |   |      | $      | 0.38  |  
|                       | Pro Forma Adjustment |   |        | (0.02              | ) |      |        | (0.02 | )
|                       |                      |   |        |                    |   |      |        |      
|                       | Pro Forma            |   | $      | 0.42               |   |      | $      | 0.36  |  
|                       |                      |   |        |                    |   |      |        |      
|Diluted:               |                      |   |        |                    |   |      |        |      
|                       | As Reported          |   | $      | 0.43               |   |      | $      | 0.37  |  
|                       | Pro Forma Adjustment |   |        | (0.02              | ) |      |        | (0.03 | )
|                       |                      |   |        |                    |   |      |        |      
|                       | Pro Forma            |   | $      | 0.41               |   |      | $      | 0.34  |  
|                       |                      |   |        |                    |   |      |        |      

Note 6  New Accounting Pronouncements

In July 2002, the Financial Accounting Standards
Board issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. As required, the Company will
apply the provisions of SFAS No. 146 prospectively to exit or
disposal activities, if any, initiated after December 31, 2002.

During November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, which is
an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB
Interpretation No. 34. The initial recognition and measurement provisions of
this Interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002, and the disclosure requirements are
effective for financial statements of periods ending after December 15, 2002.
This interpretation addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under
guarantees, and also clarifies the requirements related to the recognition of a
liability by a guarantor at the inception of a guarantee for the obligations
the guarantor has undertaken in issuing that guarantee. The Company does not
currently provide any third-party guarantees.

On April 30, 2003, the Financial Accounting Standards Board issued
SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The new guidance
amends SFAS No. 133 for decisions made as part of the Derivatives
Implementation Group (DIG) process that effectively required amendments to
SFAS

7



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No. 133, and decisions made in connection with other FASB projects dealing with
financial instruments and in connection with implementation issues raised in
relation to the application of the definition of a derivative and
characteristics of a derivative that contains financing components. In
addition, it clarifies when a derivative contains a financing component that
warrants special reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company is currently
assessing the impact of SFAS No. 149 on the Consolidated Financial Statements.

Note 7  Commitments and Contingent Liabilities

In the fourth quarter of 2002, the Company discovered internally that its
Chinese subsidiary had made certain improper payments that may have violated
foreign and U.S. laws. An independent investigation by the audit committee
concluded that no senior management of the Company was involved and that there
are no apparent similar issues with respect to the Companys other foreign
operations. The Company has implemented additional policies and procedures to
ensure compliance with applicable laws and the Company is cooperating with the
SEC in its review of this matter. The termination of the improper payments in
China may have a significant adverse effect on sales in China. For the year
ended December 31, 2002, the Chinese subsidiary had revenues of approximately
$9.0 million, less than 3% of total sales. In the first quarter of 2003, the
Company accrued $1.5 million for actual and estimated costs to resolve this
matter. As of March 31, 2003, $1.4 million remains in the accrual. In addition,
the Company recorded a charge of $1.4 million to its 2002 fourth quarter tax
provision related to the possible non-deductibility of the payments in China.
Included in first quarter 2003 general and administrative expense is $650,000
of legal fees related to this matter.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for the historical information contained herein, this report and the
following discussion in particular contain forward-looking statements
(identified by the words estimate, project, anticipate, plan, expect,
intend, believe, hope, and similar expressions) which are based upon
managements current expectations and speak only as of the date made. These
forward-looking statements are subject to risks, uncertainties, and factors
that could cause actual results to differ materially from the results
anticipated in the forward-looking statements. These risks and uncertainties
include:



| |  |  | the Companys ability to successfully market new and existing
products;                                                                                                                        
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the Companys ability to keep abreast of technological innovations
and successfully incorporate them into new products;                                                                        
|
| |  |  | the Companys current dependence on sole suppliers for key chemical
components in the IMMULITE assays;                                                                                         
|
| |  |  | the risks inherent in the development and release of new products,
such as delays, unforeseen costs, technical difficulties, and
regulatory approvals;                                         
|
| |  |  | competitive pressures, including technological advances and patents
obtained by competitors;                                                                                                   
|
| |  |  | environmental risks related to substances regulated by various
federal, state, and international laws;                                                                                         
|
| |  |  | currency risks based on the relative strength or weakness of the U.S. dollar;                                                                                                                  
|
| |  |  | domestic and foreign governmental health care regulation and cost containment measures;                                                                                                        
|
| |  |  | political and economic instability in certain foreign markets;                                                                                                                                 
|
| |  |  | changes in accounting standards promulgated by the Financial
Accounting Standards Board, the Securities and Exchange Commission, or
the American Institute of Certified Public Accountants; and
|
| |  |  | the effects of governmental or other actions relating to certain
payments by the Companys Chinese subsidiary.                                                                                 

8



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Results of Operations

The demand for IMMULITE products continues to drive the Companys performance.
The Companys sales increased 16.4% in the first quarter of 2003 to $86.9
million compared to sales of $74.6 million in the first quarter of 2002. Sales
of all IMMULITE products (instruments and reagents) in the first quarter of
2003 were $75.7 million, a 21% increase over the first quarter of 2002. Sales
of IMMULITE products represented 87% of first quarter 2003 sales, compared to
83% of first quarter 2002 sales.

Various categories of IMMULITE product line sales in the first quarter of 2003
and 2002 are shown in the following chart:

|                                            |                         |       |        |           |      |       |          |       |   |   |        |        | 
|------------------------------------------- | ----------------------- | ----- | ------ | --------- | ---- | ----- | -------- | ----- | - | - | ------ | ------ | 
|                                            |                         |       | 2003   |           | 2002
|                                            |                         |       |        |           |     
|                                            |                         |       |        |           |      |       | % change |       |   |   |       
|IMMULITE Product Line Sales (000's omitted) |                         | Sales |        | from 2002 |      | Sales
|                                            |                         |       |        |           |      |      
|IMMULITE 2000                               |                         |       |        |           |      |       |          |       |   |   |        |       
|                                            | Reagents                |       | $      | 41,295    |      |       |          | 50.1  | % |   | $      | 27,516 | 
|                                            | Instruments and Service |       |        | 5,242     |      |       |          | (21.2 | ) |   |        | 6,655  | 
|                                            |                         |       |        |           |      |       |          |       |   |   |        |       
|                                            | Total                   |       | $      | 46,537    |      |       |          | 36.2  | % |   | $      | 34,171 | 
|IMMULITE (including IMMULITE 1000)          |                         |       |        |           |      |       |          |       |   |   |        |       
|                                            | Reagents                |       | $      | 25,257    |      |       |          | 8.5   | % |   | $      | 23,273 | 
|                                            | Instruments and Service |       |        | 3,859     |      |       |          | (20.6 | ) |   |        | 4,860  | 
|                                            |                         |       |        |           |      |       |          |       |   |   |        |       
|                                            | Total                   |       | $      | 29,116    |      |       |          | 3.5   | % |   | $      | 28,133 | 
|                                            |                         |       |        |           |      |       |          |       |   |   |        |       
|IMMULITE Product Line Sales                 |                         | $     | 75,653 |           |      |       | 21.4     | %     |   | $ | 62,304 |       
|                                            |                         |       |        |           |      |       |          |       |   |   |        |       

The Company shipped a total of 216 IMMULITE systems during the first quarter of
2003, including 141 IMMULITE 2000 systems and 75 IMMULITE One and 1000 systems.
The total base of IMMULITE systems shipped grew to 8,369, including 2,532
IMMULITE 2000 systems. In the first quarter of 2002 the Company shipped a
total of 245 IMMULITE systems, including 155 IMMULITE 2000 systems.

The reduction in the number of instruments shipped resulted in lower instrument
revenue in the first quarter of 2003 as compared to the first quarter of 2002.
Instruments are placed in customer locations based on many different forms of
agreements. In general, instruments are sold outright, rented, or placed in a
customers laboratory with an agreement to purchase a certain amount of
reagents. Instrument revenue will vary based on the method of instrument
placement.

One measure of the penetration of reagent sales is the average amount of
reagents sold per instrument shipped. It takes a number of weeks or months
after an instrument is shipped for it to become fully functional with regard to
reagent utilization. The Company calculates quarterly reagent utilization per
instrument by dividing the reagent sales for the current quarter by the total
number of instruments shipped as of the end of the previous quarter. For the
first quarter of 2003, IMMULITE 2000 reagent utilization per instrument was
$17,217 and IMMULITE reagent utilization per instrument was $4,383 as compared
to the first quarter of 2002, when they were $15,581 and $4,388 respectively.
Increases in utilization on the IMMULITE 2000 are in part a result of a larger
test menu including Hepatitis B tests and the strength of the Euro relative to
the dollar. The drop in average utilization per instrument on the IMMULITE is
expected to continue as high volume IMMULITE installations are replaced with
IMMULITE 2000s and incremental IMMULITE placements go into lower volume
environments.

Sales of the Companys RIA products declined approximately 14% in the first
quarter of 2003, representing 8% of sales, compared to 11% of sales in the
first quarter of 2001. This trend is expected to continue. Sales of other DPC
products, including non-IMMULITE allergy reagents, increased by 17% from the
first quarter of 2002 and remained at 4% of sales. Sales of non-DPC products,
primarily through its consolidated international affiliates, decreased 27% in
the first quarter of 2003 to $1.3 million or 2% of sales.

In the first quarter of 2003, sales to domestic customers grew by 18%, and
remained at 28% of total sales, due to increased penetration into most customer
segments, including a positive response to the Companys Hepatitis B assays.
Sales to foreign customers grew at 16%. Due to the significance of foreign
sales (72% of total sales), in particular in Europe and Brazil, the Company is
subject to currency risks based on the relative strength or

9



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weakness of the U.S. dollar. In periods when the U.S. dollar is strengthening,
the effect of the translation of the financial statements of consolidated
foreign affiliates is that of lower sales and net income. In the first quarter
of 2003, the strong Euro net of the weak Real had a 6% positive impact on
sales. Due to intense competition, the Companys foreign distributors are
generally unable to increase prices to offset the negative effect when the U.S.
dollar is strong.

Gross profit as a percentage of sales decreased to 57.9% in the first quarter
of 2003 from 58.9% in the first quarter of 2002. The reduction in gross margin
was due in part to increased cost of sales in Los Angeles and New Jersey due to
reduced manufacturing volumes, as well as increased cost of sales in Brazil due
to the weak Real. Reagent inventory levels at the Companys international
affiliates fell during the quarter; it is expected that these inventories will
not fall further and if reagent sales remain strong manufacturing levels should
increase. Gross margins are also impacted by product mix, customer mix, and
currency movements.

Selling expense increased by 17% in dollar terms and as a percentage of sales
increased slightly to approximately 17.8% in the first quarter of 2003 from
17.6% in 2002. Research and development expense increased by 15% in dollar
terms but decreased to 11.5% of sales in 2003 from 11.7% in the first quarter
of 2002.

General and administrative expenses increased by 29% in the first quarter of
2003 compared to the first quarter of 2002 and increased as a percentage of
sales to 9.9% in 2003, from 8.9% in 2002. Included in general and
administrative expense in 2003 was approximately $650,000 in legal fees related
to the Companys internal investigation of certain payments by its Companys
Chinese subsidiary. Although a review of this matter is ongoing, it is
anticipated that these expenses will be lower in future periods. See note 7 of
notes to consolidated financial statements.

Equity in income of affiliates represents the Companys share of earnings of
non-consolidated affiliates, principally the 45%-owned Italian distributor.
This amount increased to $1.5 million in the first quarter of 2003 from
$712,000 in the first quarter of 2002.

Interest/other income (expense)-net includes interest income, interest expense,
and foreign exchange transaction losses and gains. The net amount was income
of $29,000 in the first quarter of 2003 versus expense of $179,000 in 2002.
This difference was driven in part by a $581,000 change in foreign currency
transaction losses from a loss of $82,000 in 2002 to a gain of $499,000 in
2003, net of increases in interest paid and other expense of $373,000.

The Companys effective tax rate includes federal, state, and foreign taxes.
The Companys tax rate decreased to 29.0% in the first quarter of 2003 from
31.0% in the first quarter of 2002.

Net income increased 18% to $12.7 million in the first quarter of 2003 or $.43
per diluted share from $10.8 million or $.37 per diluted share in the first
quarter of 2002.

Critical Accounting Policies

Managements beliefs regarding significant accounting policies have not changed
significantly from those disclosed in Item 7 of the Companys Annual Report on
Form 10-K for the year ended December 31, 2002.

Liquidity and Capital Resources

The Company has adequate working capital and sources of capital to carry on its
current business and to meet its existing capital requirements. At March 31,
2003 and December 31, 2002, the Company had cash and cash equivalents of $33.1
million and $54.2 million, respectively. Net cash flow from operating
activities was $12.9 million in the first quarter of 2003 and $5.4 million in
the first quarter of 2002. The increase is a result of net income and
depreciation and amortization, net of changes in operating assets and
liabilities. Additions
to property, plant, and equipment in the first quarter of 2003 were $24.8
million, compared to $2.2 million in the first quarter of 2002. The decrease
in cash and the increase in plant property and equipment in 2003 were primarily
due to the purchase of a new corporate headquarters building for approximately
$22 million in cash. This building will be fitted out for an additional $7-8
million of cost. It is anticipated that it will be occupied in early 2004.
Cash flow used for the placement of IMMULITE systems under sales-type and
operating leases was $7.3 million in the first quarter of 2003 compared to $6.5
million in the first quarter of 2002. These leases have

10



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##### Table of Contents



periods ranging from three to five years. The Company decreased borrowings by
$1.0 million in the first quarter of 2003 and increased borrowings by $1.1
million in the first quarter of 2002.
The Companys foreign operations are subject to risks, such as currency
devaluations, associated with political and economic instability. See
discussion above under Results of Operations.

The Company has a $20 million domestic unsecured line of credit under which
there were no borrowings outstanding at March 31, 2003 or December 31, 2002.
The Company had other notes payable (consisting of bank borrowings by the
Companys foreign consolidated subsidiaries payable in their local currency,
some of which are guaranteed by the Company) of $19.5 million at March 31, 2003
compared to $19.7 million at December 31, 2002. The Company received $632,000
from the exercise of stock options in the first quarter of 2003 versus $602,000
in the first quarter of 2002. The Company has paid a quarterly cash dividend
of $.06 per share, on a split-adjusted basis, since 1995.

New Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. The
standard requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. Examples of costs covered by the standard include lease
termination costs and certain employee severance costs that are associated with
a restructuring, discontinued operation, plant closing, or other exit or
disposal activity. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. As
required, the Company will apply the provisions of SFAS No. 146
prospectively to exit or disposal activities, if any, initiated after
December 31, 2002.

During November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, which is
an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB
Interpretation No. 34. The initial recognition and measurement provisions of
this Interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002, and the disclosure requirements are
effective for financial statements of periods ending after December 15, 2002.
This interpretation addresses the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees,
and also clarifies the requirements related to the recognition of a liability
by a guarantor at the inception of a guarantee for the obligations the
guarantor has undertaken in issuing that guarantee. The Company does not
currently provide any third-party guarantees.

On April 30, 2003, the Financial Accounting Standards Board issued
SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The new guidance
amends SFAS No. 133 for decisions made as part of the Derivatives
Implementation Group (DIG) process that effectively required amendments to
SFAS No. 133, and decisions made in connection with other FASB projects dealing
with financial instruments and in connection with implementation issues raised
in relation to the application of the definition of a derivative and
characteristics of a derivative that contains financing components. In
addition, it clarifies when a derivative contains a financing component that
warrants special reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The Company is currently
assessing the impact of SFAS No. 149 on the Consolidated Financial Statements.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change during the quarter ended March 31, 2003, from
the disclosures about market risk provided in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002.




ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation of the Companys disclosure controls and procedures
as of a date within 90 days prior to the filing of this report, the Chief
Executive Officer and Chief Financial Officer of the Company have concluded
that such disclosure controls and procedures were adequate and effective and
designed to ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them

11



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##### Table of Contents



by others within those entities. Since the date of such evaluation, there have
been no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.




PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



|(a) |  | Exhibits
|--- |  | --------



| |  |  | 10.1 Agreement of Sale and Purchase dated January 3, 2003
| |  |  | ---------------------------------------------------------
|
| |  |  | 99.1 Officers Certification                             



|(b) |  | Reports on Form 8-K.
|--- |  | --------------------



| |  |  | The Registrant filed a current report on Form 8-K to report on Item 5 and
7 on February 18, 2003.
| |  |  | -------------------------------------------------------------------------------------------------




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DIAGNOSTIC PRODUCTS CORPORATION
(Registrant)

|                    |  |                                                                              |  |             
|------------------- |  | ---------------------------------------------------------------------------- |  | ------------
|/s/ Michael Ziering |  | President and                                                                |  | May 14, 2003
|                    |  | Chief Executive Officer and                                                  |  |             
|Michael Ziering     |  | Chairman of the Board
        (Principal Executive Officer)
        Director |  |             
|                    |  |                                                                              |  |             
|                    |  |                                                                              |  |             
|/s/ James L. Brill  |  | Vice President-Finance                                                       |  | May 14, 2003
|                    |  | (Principal Financial and                                                     |  |             
|James L. Brill      |  | Accounting Officer)                                                          |  |             

12



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##### Table of Contents






CERTIFICATION

I, Michael Ziering, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Diagnostic Products
Corporation;                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize, and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                         



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated May 14, 2003

/s/ Michael Ziering

Michael Ziering, Chief Executive Officer

13



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CERTIFICATION

I, James L. Brill, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Diagnostic Products
Corporation;                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize, and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                         



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated May 14, 2003

/s/ James L. Brill

James L. Brill, Chief Financial Officer

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##### Table of Contents






EXHIBIT INDEX

|     |  |                                                     
|---- |  | ----------------------------------------------------
|10.1 |  | Agreement of Sale and Purchase dated January 3, 2003
|99.1 |  | Officers Certification                             

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