SYNCOR INTERNATIONAL CORPORATION 1999 ANNUAL REPORT

Outside Front Cover:
[Photo of a Syncor Investor stating "I depend on my investments for income.
I've been showing my granddaughter how I select companies that are good
values because of their products, services and solid growth records.
We picked Syncor, based on the evidence, and feel sure this company will
be here as she's growing up."]

Inside Front Cover:
[Corporate Profile and Financial Highlights]


CORPORATE PROFILE

Syncor International Corporation, a high-technology healthcare
services company, is the world's leading provider of
radiopharmaceuticals and comprehensive nuclear pharmacy services
and also one of the nation's leading providers of medical imaging
services.

Syncor pioneered the outsourcing of radiopharmacy services in 1974.
Through its core specialized pharmacy services business, Syncor
compounds and dispenses radiopharmaceuticals for diagnostic and
therapeutic use by nuclear medicine departments in more than 7,000
hospitals and outpatient clinics. Syncor distributes these time-
critical products in patient-specific doses through an integrated
network of strategically located pharmacies: 123 domestic and 17
international. This network also provides nuclear medicine
management and information services.

Syncor entered the $48 billion medical imaging services market in
1997 and now owns or operates 42 medical imaging centers in
selected metropolitan areas in 11 states through Comprehensive
Medical Imaging, Inc. ("CMI"). In 1998, Syncor also began expanding
its medical imaging business into international markets, and now
owns or operates 7 medical imaging centers outside of the U.S.
through Syncor Overseas Ltd.

In 1997, Syncor's management committed to profitably grow revenues
from the Company's healthcare businesses from $381 million to $600
million by 2001. Management also committed to double earnings per
share over the same period. In late 1999 - more than halfway to
these goals - management extended its commitment by establishing
new sales and earnings growth objectives for the year 2003.

HERE'S WHAT AN EXPERT SAYS:

"Syncor is the only healthcare services company that has a 50
percent market share in its principal business, a 7 to 10 percent
pricing premium in that business, and a bottom line that's growing
faster than the top.  Syncor continues to be a winning investment
story.  It's as simple as that".

[Photo of Larry Marsh, Senior Analyst, Lehman Brothers, New York.]


<PAGE>
Syncor's sales are growing twice as fast as our industry sector.
There's a Bar Chart drawn on Syncor Net Sales 1995 - 1999

Syncor's net income is growing more than twice as fast as sales.
There's a Bar Chart drawn on Syncor Net Income from Continuing
Operations 1995 - 1999


<PAGE>
We are proud to be consistently increasing Syncor's value.
There's a Bar Chart drawn on Syncor Earnings per Diluted Share
Continuing Operations 1995 - 1999

Syncor's stock price reached our targets for 1998 and 1999.
There's a Bar Chart drawn on Syncor Stock Price Range 1995 - 1999

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<CAPTION>

FINANCIAL  HIGHLIGHTS

                                                       Year Ended    Year Ended    Year Ended
                                                      December 31,  December 31,  December 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)                        1999          1998          1997
______________________________________________________________________________________________
<S>                                                      <C>           <C>           <C>
Net sales                                                $520,309      $449,023      $380,563

Net income - continuing operations                       $ 19,221      $ 13,931      $ 10,032

Net income per basic share - continuing operations       $   1.65      $   1.30      $   1.00

Net income per diluted share - continuing operations     $   1.51      $   1.23      $   0.98

Cash, cash equivalents and marketable securities         $ 23,073      $ 19,722      $ 29,301

Cash generated by operations                             $ 40,888      $ 33,604      $ 22,529
</TABLE>

TO OUR  STOCKHOLDERS:

We are delighted to report that Syncor's results for 1999 were
outstanding, meeting or exceeding the commitments we made two years
ago. These commitments were to profitably grow Syncor from a $381
million business to a $600 million business by 2001 and to enhance
the Company's stockholder value by doubling earnings per share over
the same four-year period. We also committed to certain stock price
targets: $20 in 1998, $25 in 1999, $34 in 2000, and $43 in 2001.

By year-end 1999, Syncor had covered more than half the distance to
these goals. The Company's revenues topped $520 million, 10.6
percent of which were generated by our new business, medical
imaging services. As for stockholder value, 1999 earnings per
diluted share were $1.51, up 23 percent from $1.23 in 1998, and the
stock price at the December 31 market close was $29.13. In other
words, we have been keeping our commitments and then some.
Moreover, we have achieved these results in a very difficult and
troubled healthcare services industry environment.

Syncor has performed so well that we recently extended our 1997
commitments through the year 2003. Our new objective is to make
Syncor a billion-dollar high-technology healthcare services company
by 2003 and to increase earnings per share by 357 percent over the
same period. Consequently, our theme for this annual report is
COMMITMENTS MADE, COMMITMENTS KEPT, COMMITMENTS RENEWED.

Sounds good, but can we deliver? Will our actions yield the results
we have committed to achieve? How do we know we can sustain
Syncor's winning performance in an industry whose recent
performance has ranged from lackluster to downright poor?

To begin with, we know we can deliver because our management is
exceptionally well motivated. Syncor is the only company in our
industry that has linked 60 percent of its management team's income
to the price performance of its stock. In other words, if Syncor's
stock price does not meet management's commitments, we do not
receive our long-term bonus - but that's only part of the story.

Our confidence also stems from having taken steps to ensure that
Syncor's corporate strategy is focused on the three actions that
enable a company to compete successfully for investor "mind-share"
and attract investment dollars:

  1)  choosing the right business opportunities,
  2)  building the right business model for each opportunity, and
  3)  attracting and retaining the right partners.

The focus of this annual report is on how Syncor measures up to
these criteria. We provide this information to illustrate that the
Company's success to date is no accident but rather the result of
careful planning and an unwavering commitment to results. We also
want you to know that we will never stop holding ourselves
accountable for Syncor's performance. That's just who we are. We
thank you for your continued support.


/s/ Monty Fu
    Monty Fu, Chairman of the Board


/s/ Robert G. Funari
    Robert G. Funari, President and Chief Executive Officer

March 30, 2000

THE RIGHT OPPORTUNITIES

To create stockholder value, a company needs to carefully select
the business opportunities that it will pursue. For Syncor, the
right kind of opportunity is a healthcare services market that is
both growing and in need of something that the Company is well
positioned to provide.

Our founder, nuclear pharmacist Monty Fu, identified the first of
Syncor's opportunities in 1974. At that time, hospital nuclear
medicine departments typically operated their own in-house
compounding and dispensing facilities. Monty's concept that time-
critical radiopharmaceuticals could be distributed more accurately
and economically through a network of independent, offsite
radiopharmacies launched what has become an $850 million services
industry. Today, more than 90 percent of nuclear medicine's patient
doses are compounded offsite - and Syncor enjoys an approximate 52
percent share of the market it pioneered.

[There's a Pie Chart drawn on Syncor Radiopharmacy Industry Revenue Sources]

Additional opportunities for Syncor arrive constantly via
technological advances that are expanding nuclear medicine's
applications. While diagnostic cardiac imaging continues to be the
leading application (currently accounting for approximately 60
percent of all radiopharmaceutical procedures), therapeutic
applications are gaining ground, chiefly in the area of oncology.

A good example is brachytherapy, the implantation of radioactive
"seeds" in close proximity to malignant tumors. Brachytherapy is
used as an alternative to surgical removal of the prostate gland in
certain stages of prostate cancer. In December 1999 and January
2000 respectively, Syncor received approval from the Food and Drug
Administration to market its Pharmaseed(TM) Iodine-125 and
Palladium-103 radioactive seeds for the localized treatment of
prostate cancer. In the United States, more than 180,000 cases of
prostate cancer are diagnosed annually.

Advancing technology is also playing a major role in the wider
acceptance and increasing availability of positron emission
tomography (PET), a highly sensitive nuclear imaging technique that
enables cancer patients to avoid unnecessary surgeries. Technical
advances have both broadened PET's capabilities and improved the
affordability of this technique. In a related development, the
Health Care Financing Administration (HCFA), the agency that sets
reimbursement policy for Medicare, began approving coverage for PET
indications in 1998. As a result of these technological and policy
developments, more than 200 sites nationwide are now offering PET,
compared with fewer than 80 in 1995.

In December 1999, Syncor became the exclusive distributor of PET
radiopharmaceuticals produced at the County USC Medical Center in
Los Angeles, thereby adding to Syncor's PET distribution
capabilities through existing arrangements with Massachusetts
General Hospital and PETNet Partners, LLC. This year, the Company
expects to announce similar arrangements with large medical
institutions across the nation as they introduce PET
radiopharmaceutical production and imaging capabilities. All of
these distribution arrangements will utilize and leverage Syncor's
tungsten based patented PETPig(TM) delivery systems. Imaging
centers owned or operated by CMI will also begin offering PET
imaging in selected markets later this year.

[There's a Pie Chart drawn on Syncor Sales by Business Segment]

Tremendous growth opportunities for both of the Company's current
businesses - radiopharmaceutical distribution services and medical
imaging - also exist overseas. Syncor's international subsidiary,
Syncor Overseas Ltd., continues to increase its radiopharmacy
network. Syncor is now the leading provider of radiopharmacy
services in Taiwan and is establishing radiopharmacy strongholds in
China and other locations throughout Asia as well as in Australia,
Colombia, Israel, Mexico, New Zealand, Puerto Rico and South
Africa. Syncor also provides medical imaging services in Puerto
Rico, New Zealand, and Taiwan and is manufacturing brachytherapy
seeds in Shanghai, China.

By the end of 2001, Syncor plans to have operations in 20 countries
and has committed to grow its overseas sales from $10 million to
$100 million by 2003.

THE RIGHT BUSINESS MODEL

A second essential step in creating stockholder value is having a
business model that provides superior value to the customer and
strongly differentiates the Company from its competitors. The right
business model must also be scalable and sustainable.

DIFFERENTIATION refers to a company's ability to be perceived as
different from and superior to its competition. We know that
Syncor's pharmacy services business is perceived as superior
because our customers are willing to pay premium prices for the
products and services we provide. Customers are willing to pay
premium prices because of our unconditional guarantee -- The
Service Difference(R) Guarantee -- that we will deliver the right
radiopharmaceutical dose to the right place at the right time. And
we do, more than six million times a year to more than 7,000
customers.

[There's a map of Syncor U.S. Radiopharmacy Locations]

Syncor's pharmacy services business also differentiates itself
through its proprietary patented SECURE(R) Safety Inserts, its
SYNtrac(TM) and UDM(TM) nuclear medicine department management
systems, and its radiopharmaceutical delivery systems such as the
PETPig(TM).  Our commitment to improving the practice of nuclear
medicine has made Syncor the standard-setter in the healthcare
industry's most heavily regulated environment.

CMI also provides numerous opportunities for differentiation,
chiefly through operational and clinical standardization. CMI
intends to achieve technological superiority through investments in
both clinical equipment and an enterprise-wide operating and
information management system that will ensure consistency in the
Company's operational and clinical processes. The system, scheduled
to begin implementation by year's end, is expected to enable CMI to
increase efficiencies, significantly leveraging its overhead
infrastructure. As this business grows, CMI will also differentiate
itself on a market-by-market basis by selectively offering advanced
imaging techniques - such as PET procedures - in addition to the
more prevalent MRI and CT procedures currently provided at the
imaging centers.

SCALABILITY refers to a company's ability to expand its
opportunity-based business models and apply them in multiple
markets, both domestic and international. The best example of
Syncor's scalability is the way in which the same operational
discipline that has made the Company an industry leader is being
applied to our new medical imaging and overseas businesses. The
result: both of these operations became profitable in 1999 and
together are expected to be contributing one-third of Syncor's
bottom line by 2001.

SUSTAINABILITY is a company's ability to maintain its competitive
advantage by anticipating and adapting to changes in the
marketplace. Syncor is growing both larger and more sustainable
through carefully planned diversification and expansion. For
example, Syncor Overseas developed a leadership position as a
radiopharmacy services provider in Taiwan before branching into
related services, including managing nuclear medicine departments
for hospitals and producing PET radiopharmaceuticals. In China,
Syncor Overseas will manufacture brachytherapy seeds in the same
facility in Shanghai that houses its radiopharmacy operation.

[There's a map of Syncor U.S. Medical Imaging Locations]

Our medical imaging business, CMI, plans not only to sustain its
significant annual sales growth rate but more importantly to
strategically increase its share position in selected markets. CMI
expects to achieve its objectives through a combination of growth
in revenues from current operations and the balance through
strategic acquisitions. In 1999, CMI acquired eight imaging centers
in California and Arizona. Three of the new centers are located in
the high desert sector of Southern California's San Bernardino
County, which is part of Southern California's "Inland Empire" -
one of the nation's fastest-growing metropolitan areas. By the end
of the year, CMI expects to be the largest single provider of
outpatient diagnostic imaging services in this market.

CMI also intends to sustain its growth by leveraging Syncor's
existing relationships with hospitals into strategic alliances for
providing imaging services on an outsourced basis.


THE RIGHT PARTNERS

Syncor is a principled organization that does business by
collaborating with suppliers, customers, and employees in ways that
not only increase stockholder value but also create value for its
employees.  We believe that the best way for us to attract and keep
the right business partners is to consistently demonstrate our
integrity in the way we do business.

Syncor collaborates with its largest supplier, DuPont, on a number
of levels ranging from supporting clinical trials of new products
to expanding the franchise for DuPont's Cardiolite(R), the world's
leading cardiology imaging agent and Syncor's best-selling
radiopharmaceutical. The results of this collaboration speak for
themselves: in 1999, Syncor increased its Cardiolite sales by 18
percent and enlarged its cardiology market share despite having
raised product prices and experiencing challenging competition.

[There's a map of Syncor International Locations]

Syncor's customer-partners include some of the country's largest
national and regional healthcare group purchasing organizations
(GPOs). In 1999, Syncor renewed long-term, sole-source
radiopharmacy services contracts with AmeriNet, which represents
more than 2,000 hospitals nationwide, and the Health Trust
Purchasing Group (formerly owned by Columbia/HCA), which operates
more than 300 hospitals and other healthcare facilities in 36
states, England and Switzerland. Both contracts are extensions of
mutually beneficial relationships that were initiated in 1992 and
1993, respectively. At year's end, Syncor also extended its
relationship with Kaiser, the nation's largest health maintenance
organization (HMO), increasing the term of the previous contract
from three to five years.

Each of these organizations entered into long-term commitments with
Syncor because of our unique ability to service their members.
Syncor not only has the industry's largest radiopharmacy network
but also offers the most comprehensive array of ancillary services
and innovations that enable customers to manage their nuclear
medicine operations more safely and efficiently.

Syncor has also recently entered into long-term partnering
agreements with several of the country's largest integrated
healthcare networks (IHNs), of which there are now more than 600
nationwide. These community-based networks link a variety of local
providers and offer integrated care services. Based on Syncor's
ability to provide radiopharmacy services programs that can enhance
overall network efficiency and enable effective patient management,
the Company has won contracts from leading IHNs, including: the
Advocate System in Chicago, Illinois; Barnes Jewish-Christian in
St. Louis, Missouri; Sisters of Providence in Seattle, Washington;
and Memorial Herman in Houston, Texas.

Ultimately, the creation of stockholder value requires the ability
to attract and retain the right business partners: namely, people who
are competent, credible, and committed.  Syncor's values - customer
service, teamwork, professionalism, health and safety, employee
ownership, community service, accountability and bias for action -
reflect our shared belief as a Company of people.  Our values are
our codes of conduct in working together, setting priorities and
making decisions. They guide us individually and as a team to make
the best decisions each day for our customers, stockholders and
fellow employees.

[There's a Bar Chart drawn on Syncor International Corporation
Quarter over Quarter Growth in EBIT]

Syncor's employees are also among the Company's most important
stockholders. Nearly 75 percent of our 2,900-person U.S. workforce
owns Syncor stock through an employees' savings and stock ownership
plan (ESSOP), to which the Company makes matching contributions.
The ESSOP is the largest holder of Syncor stock.

In 1998, stockholders approved a universal employee stock option
plan and a management stock purchase plan, and the Company
initiated a management stock compensation plan - actions that serve
to better align the interests of employees, management and
stockholders. All the plans are designed to ensure that every
eligible employee participates in Syncor's growing prosperity and
is motivated to make the Company's performance targets a reality.

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<CAPTION>

TABLE OF CONTENTS
<S>                                                           <C>
Selected Financial Data                                       13

Managements Discussion and Analysis Results of Operations     14

Consolidated Balance Sheets                                   22

Consolidated Statements of Income                             23

Consolidated Statements of Stockholders' Equity and
Comprehensive Income                                          24

Consolidated Statements of Cash Flows                         25

Notes to Consolidated Financial Statements                    26

Independent Auditors' Report                                  41

Management's Report                                           41

Selected Quarterly Results of Operations                      42

Corporate and Stockholder Information          Inside Back Cover

</TABLE>

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<CAPTION>

SELECTED FINANCIAL DATA

                                                  Twelve months ended December 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)  1999      1998      1997      1996      1995
_________________________________________________________________________________________
<S>                                    <C>       <C>       <C>       <C>       <C>
Net sales                              $520,309  $449,023  $380,563  $366,447  $331,435

Gross profit                            169,321   131,950    90,165    80,193    73,626

Income:
  Continuing operations                  19,221    13,931    10,032     6,900     4,984

  Discontinued operations,
     net of taxes                             -         -     1,063    (2,264)     (315)

  Net income                             19,221    13,931    11,095     4,636     4,669
_________________________________________________________________________________________

Earnings per basic share:
  Continuing operations                    1.65      1.30      1.00      0.66      0.48

  Discontinued operations,
     net of taxes                             -         -      0.11     (0.22)    (0.03)

  Net income                           $   1.65  $   1.30  $   1.11  $    .44  $    .45
_________________________________________________________________________________________

Earnings per diluted share:
  Continuing operations                    1.51      1.23      0.98      0.65      0.48

  Discontinued operations,
     net of taxes                             -         -      0.10     (0.21)    (0.03)

  Net income                           $   1.51  $   1.23  $   1.08  $   0.44  $   0.45
_________________________________________________________________________________________

Cash, cash equivalents and
  marketable securities                $ 23,073  $ 19,722  $ 29,301  $ 27,711  $ 26,559

Working capital                        $ 56,326  $ 44,024  $ 34,685  $ 35,515  $ 34,286

Total assets                           $312,642  $256,567  $164,563  $145,563  $133,680

Long-term debt                         $ 76,326  $ 70,322  $ 17,332  $  7,595  $  5,200

Stockholders' equity                   $140,337  $111,373  $ 87,367  $ 78,532  $ 78,262

Weighted average shares outstanding:
  Basic                                  11,670    10,726     9,998    10,424    10,341

  Diluted                                12,739    11,339    10,282    10,629    10,481

Current ratio                              1.61      1.59      1.60      1.62      1.69
_________________________________________________________________________________________

Number of domestic radiopharmacies          123       120       119       121       118
_________________________________________________________________________________________
</TABLE>


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS CALENDAR YEAR 1999 AND 1998

NET SALES

Consolidated sales in fiscal year 1999 totaled $520 million, an
increase of 15.9 percent over fiscal year 1998. All of the
Company's operating groups contributed to this significant growth
rate. Different factors within each group combined to positively
affect sales. These factors included continued strong cardiac
imaging growth, increases in price for products and services,
acquisitions, improvement in product and service mix, and the
continued strong expansion of the medical imaging and international
markets.

U.S. PHARMACY SERVICES BUSINESS

Sales for this group were approximately $440 million, an increase
of 11 percent or $43 million over the 1998 results. Favorable
market trends and the Company's dedication to customer service
continue to have a positive impact on the Company's revenues. The
Company supplies radiopharmaceutical products that are used
primarily for diagnostic purposes in the fields of cardiology,
oncology, and neurology. The largest factor affecting the Company
is the continuing growth of diagnostic cardiac imaging. This
technology has been shown to be a cost-effective tool in the
management of cardiovascular disease. Annual revenue growth from
cardiac imaging continues at the rate of 13 percent. Two
proprietary and two generic agents represent the choices that
physicians have in performing cardiac imaging. The principal
imaging agent used for cardiac imaging is DuPont's proprietary
product Cardiolite(R), to which the Company has preferred
distribution rights. The other proprietary product is marketed by
a competing manufacturer/distributor. It is the Company's belief
that this competing product has not gained any significant market
share during fiscal year 1999. In general, the generic agents, to
which the Company also has access, continue to lose market share
and experienced price declines due to the switching to the newer
imaging agents. In 1998, the Company implemented a price increase
on Cardiolite and several other products. This price increase also
contributed to the sales growth for this group in 1999. A similar
price increase was announced in 1999 to become effective in January
2000.

The Company believes that with the progressive aging of the general
population in the United States and the prevalence of
cardiovascular disease within this age group, the market potential
for sustained growth of cardiac imaging remains favorable. Revenues
from the sales of cardiac imaging agents represent approximately 67
percent of the revenues generated by this operating group.

The Company believes that as a result of its superior full-service
business model, it has been able to show revenue gains in excess of
the 6 to 8 percent for the overall market growth rate. In addition,
the Company has also been able to retain and service a large
portion of its managed care business despite the loss of a formal
contract to supply some of the needs of these same managed care
groups. The Company believes that this trend will continue.

U.S. MEDICAL IMAGING BUSINESS

Sales for 1999 were $55.2 million and grew at an annual rate of 56
percent or $19.9 million over the 1998 results. This growth is a
combination of acquisitions and existing store growth. Syncor,
through CMI, provides services in computerized tomography (CT) and
magnetic resonance imaging (MRI) scans, which are used primarily in
diagnostic medicine. The Company has been successful in growing the
business with same store procedure volume increasing 7.5 percent
for MRI and 14 percent for CT compared to 1998. The Company has
focused its efforts in expanding its range of clinical applications
for MRI procedures and improving the quality of its payer mix, both
of which have increased the average value of the procedures
performed. As a result, the Company has been successful in
offsetting historical price erosion and ended the year with
increases in MRI and CT net reimbursement rates over the
corresponding rates in 1998. In addition, the Company continues to
benefit from 1999 additions to its California network and the
divestiture of three imaging centers in the second half of 1999 in
non-strategic markets.

INTERNATIONAL OPERATIONS

Sales for 1999 were $28.9 million and grew at an annual rate of 72
percent or $12.1 million over the 1998 results. This growth is a
combination of acquisitions, start-ups, existing store growth and
the expansion in the offering of its products and services. Year
over year same store revenue growth amounted to approximately 40
percent. Radiopharmacy services supporting cardiology and oncology
continue to represent a substantial portion of the revenues. In
addition, there has also been expansion into the radiology product
and service areas. Radiology includes the operation of nuclear
medicine departments and equipment, as well as the ownership and
operation of freestanding MRI centers. Revenues from radiology
account for approximately 14 percent of this group's 1999 revenues.
In 1999, this group received approval from the FDA to market
brachytherapy seeds. Beginning in the year 2000, brachytherapy
seeds will begin a new category of radiotherapy. Brachytherapy
seeds are used primarily in therapy for prostate cancer and will be
distributed both through direct sales from this group and the
pharmacy services group. The Company believes that a significant
market exists for this product. The Company expects to add
additional products and services in this category in the coming
year, which will be offered by this group.

GROSS PROFIT

The Company's gross profit increased in 1999 to $169.3 million, an
increase of 28.3 percent when compared to 1998. A number of factors
impacted this growth, including continued improvement in product
mix, and price increases. Margin expansion is also a result of
increased revenue share from the medical imaging and international
businesses, both of which have higher gross profit margins than the
traditional business.

U.S. PHARMACY SERVICES BUSINESS

The Pharmacy Services Group showed a year over year growth in gross
profits from $100 million to $117 million, a gain of 16.7 percent.
This gain resulted from a number of business decisions and trends.
The continued growth in cardiac imaging continues to shift revenues
into this profitable segment of the business. This continued shift,
when combined with the targeted cardiology price increase in late
1998, has been a factor in producing these favorable results. The
Company also continued with some of its favorable materials
acquisition pricing. In December 1999, the Company received a
combination of price increases and decreases on certain products
from one of its major suppliers. Assuming continued growth, the
Company estimates that the net effect of these price changes will
be approximately $3 million, which the Company has offset with
price increases mentioned above. The Company expects gains to
continue from both pricing and a continuation of the product mix
shift. The Company continues to leverage its percentage sales
increases (11 percent in 1999) into a relatively higher gross
profit growth (16.7 percent in 1999). This is due in part to the
Company's continuing focus on increasing efficiencies in the areas
of direct material and labor utilization. The Company believes that
these favorable trends will continue.

U.S. MEDICAL IMAGING BUSINESS

CMI's gross profit increased to $41.1 million in 1999. This
represents an increase of 57 percent when compared to 1998. The
increase in gross profit was principally derived from an
improvement in productivity of 14% and reductions in film and
contrast costs due to the benefit of national supply contracts.

INTERNATIONAL OPERATIONS

Syncor Overseas Ltd. showed a year over year growth in gross
profits from $5.7 million to $11.3 million, a gain of 99 percent.
The margin gains are due primarily to the strong sales growth from
existing pharmacies. In 1998, many of the international sites were
in their embryonic stages of development. The Company has always
believed that significant growth opportunities existed in the
overseas markets. In 1999, the sales levels contributed to more
efficient utilization of the direct materials and labor leading to
increased gross profit. The Company expects the growth
opportunities to continue.

OPERATING, SELLING AND ADMINISTRATIVE COSTS

Operating, selling and administrative expenses increased $18.2
million in 1999 over 1998 and as a percentage of net sales
increased to 22.1 percent in 1999 compared to 21.1 percent in 1998.
In general, the increase is associated with the start-up and
acquisition of certain businesses in 1999, the continued expansion
of existing services, labor-related costs to support the continued
expansion, and general corporate infrastructure costs including
information systems.

U.S. PHARMACY SERVICES BUSINESS

The increase in the Pharmacy Services Group was approximately 11.6
percent or $3.8 million. The change is primarily related to
increased expenditures for an expanded sales force and increased
labor-related expenses including annual merit increases and certain
bonuses.

U.S. MEDICAL IMAGING BUSINESS

The increase in the Comprehensive Medical Imaging Group was
approximately 41 percent or $8 million. Increased costs of
approximately $2.1 million, resulted from a full year's worth of
expenses in 1999 compared to approximately nine months in 1998.
Acquisition related expenses contributed approximately $3.2 million
of the increase in 1999.

INTERNATIONAL OPERATIONS

The increase in the Syncor Overseas Ltd. Group was approximately 77
percent or $3.5 million. Approximately $1.5 million is associated
with the start-up or acquisition of sites during 1999. In addition,
the remainder of the increase is attributable to the continued
expansion of existing sites and the addition of new management
resources to support the expansion of this group.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased $4.3 million in 1999 or 28
percent over 1998. The majority of the increase, or approximately
$2.7 million, is attributable to CMI, which incurred a full year's
worth of expense in 1999 and acquired certain facilities. The
balance of the increase relates to the expansion and growth of the
international operations and continued information systems related
expenses.


<PAGE>
RESULTS OF OPERATIONS CALENDAR YEAR 1998 AND 1997

NET SALES

Consolidated net sales in 1998 totaled $449 million, an increase of
18 percent or $68 million over the 1997 results. Syncor
International Corporation's 1998 sales were positively affected by
a number of factors, among which were strong growth in the
cardiology-imaging market and the addition of the Medical Imaging
business.

U.S. PHARMACY SERVICES BUSINESS

Pharmacy Services sales in 1998 were $412 million, an increase of
8 percent or $31 million over the 1997 results. Growth in this
market was estimated to be expanding at an annual rate of
approximately 16 percent. Although the Company primarily supplies
products for diagnostic purposes in the fields of oncology,
cardiology and neurology, it is the strong growth in the cardiology
marketplace that continues to drive sales. The principal
cardiology-imaging agent continues to be DuPont's cardiology
product, Cardiolite(R), for which Syncor has preferred distribution
rights. A competing radiopharmaceutical manufacturer/distributor is
currently marketing a rival product to Cardiolite. This competing
product continues to gain some market share in this rapidly growing
market. During 1998, several generic cardiology products (also
distributed by the Company and available through a variety of
sources) continued to experience volume declines as customers
switched to the newer available agents. In August 1998, the
Company instituted a price increase on Cardiolite and certain other
products. Pricing for the remaining cardiology agents remained
relatively flat during 1998. When all of the above factors are
combined, the Company showed an annual gain in overall cardiology
sales of approximately 14 percent. Cardiology sales constituted
approximately 65 percent of the Company's 1998 sales. Syncor
expects the trends discussed above to continue; however, the
Company also expects the growth in the cardiology marketplace
(particularly due to Cardiolite) to offset the negative factors.

The Company announced the loss of a contract to sell
radiopharmaceuticals to a Group Purchasing Organization. In the
announcement, the Company indicated the annual loss of sales volume
would be limited to approximately $10 to $15 million although the
contract award was for a significantly larger amount. The Company
also believes that the effect on earnings as a result of the loss
of this contract will not be material. This belief is based on the
Company's experience with the loss of a similar contract in a
competitive bidding process approximately two years ago. The
Company believes the strong customer loyalty and resulting business
retention, despite a contractual loss, are the results of its
ability to provide superior service to its customers.

U.S. MEDICAL IMAGING BUSINESS

In 1997, the Company entered into the medical diagnostic imaging
business with the planned start-up of ten "Open MRI" centers as
part of a joint venture. As of December 31, 1998, seven of those
ten centers were operational. During 1998, the Company acquired
three medical imaging companies for approximately $47 million and
the assumption of $34 million in various liabilities. These
acquisitions were all completed on or about the end of the first
quarter of 1998 and now operate, along with the open MRI business,
under a newly formed subsidiary, Comprehensive Medical Imaging,
Inc. ("CMI"). Revenues for 1998 amounted to approximately $37
million and are included in the consolidated operating results of
the Company. Revenues for the Medical Imaging business in 1997 were
negligible.

GROSS PROFIT

Syncor's gross profit increased in 1998 to $132 million, an
increase of 46 percent when compared to 1997. As a percentage of
net sales, gross profit increased to 29.4 percent, compared to 24
percent in 1997. Gross profit was affected by a number of factors,
including mix shift, price increases, a reduction in certain
material acquisition costs and the addition of the Medical Imaging
business, which generates substantially higher gross margins when
compared to the Pharmacy Services business.

U.S. PHARMACY SERVICES BUSINESS

The Pharmacy Services Business continues to experience a shift in
its sales mix as a result of growth in the cardiology sector.
Generally, servicing this sector produces higher margins than other
sectors. In addition, the Company received incentives from a
manufacturer for achieving certain sales volume levels plus some
cost decreases on selected products. In August 1998, the Company
instituted a price increase, primarily on cardiology products. This
price increase was phased in to correspond with contract renewal
dates and other issues. Labor costs in 1998 were targeted for
increased focus in order to ensure optimal utilization of resources
and the attainment of certain efficiencies. As a result, labor
costs for 1998 in the Pharmacy Services business were maintained at
approximately the 1997 levels. Labor costs will continue to be
targeted in 1999 for the express purpose of increasing efficiencies
and maximizing utilization.

U.S. MEDICAL IMAGING BUSINESS

The Medical Imaging business had gross margins which amounted to
$28 million or 74% of net sales for 1998, the first year of
operations. During 1998, certain actions were taken to eliminate
low-paying contracts and strengthen CMI's radiology affiliations to
provide better quality radiology services and greater geographic
coverage. The short-term impact of these decisions reduced revenues
and gross margins during the second and third quarter of 1998 until
new third-party payer contracts and radiology agreements were
established.

OPERATING, SELLING AND ADMINISTRATIVE COSTS

Operating, selling and administrative expenses increased $24.9
million in 1998 as compared to 1997, and as a percentage of 1998
net sales to 21 percent compared to 18 percent in 1997. Operating
expenses increased primarily as a result of the acquisition of the
Medical Imaging business. The Medical Imaging business acquisition
and subsequent operations accounted for approximately $25 million
or 82 percent of this increase. The Medical Imaging business
typically has less cost of goods sold and a greater proportion of
indirect operating costs related to salaries, equipment costs,
billing fees and expenses, and building leases.

In addition, increases were due to including a full year of
operation of certain manufacturing facilities and the expansion of
the international radiopharmacy business. Costs associated with the
conversion of the Company's systems (year-2000 compliance),
expansion of the information technology infrastructure, and
continued investment in re-engineering certain critical business
practices were also incurred. Programs that focus on the long-term
competitiveness of the Company continue to receive funding.

Operating, selling and administrative expenses are expected to
increase from their current levels although not as dramatically.
This expansion will occur as the Medical Imaging business is
expanded and has a full year of operations, new systems are
implemented as a result of our re-engineering efforts, new field
systems are designed, and expansion continues in the international
marketplace.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization in 1998 increased to $15 million from
$10 million in 1997. The majority of the increase is associated
with the purchase of the Medical Imaging business. Depreciation and
amortization expense for the Medical Imaging business amounted to
$5 million, which included approximately $1.5 million relating to
amortization of goodwill. In addition, the Company's depreciation
expense also increased with increased systems infrastructure.

LIQUIDITY

The successful execution of the Company's strategies has produced
improved operations in terms of both profitability and cash flow.
These improvements have led to greater liquidity for the Company.
The Company continues to see year over year improvements in its
cash flow from operations, long-term debt to equity ratios, and
current ratios. The Company has experienced growth in trade
receivables that is comparable to the sales growth while the growth
in patient receivables is primarily related to acquisitions. At
year-end the Company made a purchase of approximately one month's
worth of Cardiolite inventory at favorable terms and pricing. This
inventory was completely utilized by mid-February 2000. The
Company's growth in the medical imaging and international
businesses was a result of start-ups and acquisitions. In 1999, the
Company acquired additional stand-alone imaging centers or
consolidated ownership in existing centers for approximately $18
million of additional borrowings under the existing line of credit
and the assumption of approximately $5.2 million in debt. The
results of these acquisitions are partly reflected in the change in
the categories of "Property and Equipment", "Goodwill", and "Other"
assets. The Company expects to finance continuing growth in both
the medical imaging business and certain foreign operations through
additional borrowings. As a result of these decisions, the Company
increased its line of credit from $75 million in the prior year to
$100 million as of December 31, 1999. As of December 31, 1999
approximately $47 million was available for borrowing under the
line of credit. The Company also has the authority from its Board
of Directors to increase the amounts available under the line of
credit to $115 million. The Company believes that sufficient
resources are available through a combination of internal and
external sources to fund all of its operating and business
expansion needs in the coming year.

CAPITAL RESOURCES

The Company's medical imaging operations, both foreign and
domestic, are capital intensive. The Company may, from time to
time, purchase new equipment, update, or enhance existing
equipment. The costs of these purchases or enhancements can be
relatively minor or well over $1 million per piece of equipment.
The Company is constantly evaluating its needs for acquiring new
equipment or improving existing equipment.

YEAR 2000 TRANSITION

In prior years, we discussed the nature and progress of our plans
to ensure a smooth transition of the Company's information and
other systems into the Year 2000. As a result of those planning and
implementation efforts, the Company has not experienced any
significant adverse consequences as a result of the Year 2000
change. Virtually all of the information technology systems and
patient imaging equipment performed satisfactorily as the calendar
changed from December 31, 1999 to January 1, 2000. We expended
approximately $0.9 million in 1999 in connection with the
remediation of our systems. We are not aware of any material
problems resulting from Year 2000 issues, either with our products
and services, our internal systems, or products and services of
third parties. We will continue to monitor our mission critical
computer systems and those of our suppliers throughout the Year
2000 to ensure a timely response to any latent matters that might
arise.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest income earned on the Company's investment portfolio is
affected by changes in the general level of U.S. interest rates.
The Company's line of credit borrowings effectively bear interest
at variable rates and therefore, changes in U.S. interest rates
affect interest expense incurred thereon. Changes in interest rates
do not affect interest expense incurred on the Company's fixed rate
debt. The following table provides information about the Company's
financial debt instruments that are sensitive to changes in
interest rates. The table presents principal cash flows and related
weighted-average interest rates by expected maturity dates. The
Company did not engage in any interest rate swaps during this
period. The fair value of these instruments approximate the
carrying value.

<TABLE>
<CAPTION>

DECEMBER 31, 1999
(IN THOUSANDS)                     2000      2001       2002       2003        2004   Thereafter     Total
_______________________________________________________________________________________________________________
<S>                              <C>       <C>        <C>        <C>        <C>          <C>       <C>
Long-term debt
  Fixed rate                     $6,927    $5,475     $4,175     $2,303     $ 1,425      $3,288    $23,593
  Average interest rate            7.59%     7.36%      6.90%      6.26%       5.72%       6.25%
  Variable rate                  $2,385     2,385     $4,575     $    0     $52,700      $   0     $62.045
  Average interest rate            7.09%     7.10%      7.11%      7.13%       7.13%
_______________________________________________________________________________________________________________
</TABLE>

RECENT DEVELOPMENTS IN MEDICARE REIMBURSEMENT

Changes to the current framework by which the Federal government
reimburses healthcare providers for healthcare services could have
an impact on the Company's revenues. In June 1998, the Health Care
Financing Administration (HCFA), acting pursuant to the Balanced
Budget Act of 1997, published a proposed reimbursement schedule
that, if implemented, would have resulted in reductions in Medicare
reimbursement for medical imaging services over a four-year phase-
in period. The proposed schedule was not implemented because the
data from which HCFA prepared the proposed reimbursement schedule
was not complete. As of March 2000, HCFA was still in the process
of analyzing data to determine what reductions, if any, should be
made in medical imaging reimbursement. The final outcome to the
proposed fee restructuring and the impact on diagnostic facilities,
and on the Company, cannot be predicted at this time.

HCFA also announced that in mid-year 2000, changes will be made in
the reimbursement framework through the introduction of ambulatory
payment classifications (APCs). Since APCs apply only to outpatient
services performed by hospital-based medical providers, the
Company's management does not expect the changes to affect the
Company's medical imaging centers, which are not hospital-based.
The Company's pharmacy services business does not get reimbursement
from HCFA; however, the introduction of APCs could have an impact
on the hospitals that purchase their radiopharmaceuticals from
Syncor, and that impact, in turn, could affect the Company's
revenues. The Company cannot predict at this time what impact those
changes will have on the Company's radiopharmacy business, but
based on information currently available to it, the Company's
management believes that those changes will have a favorable impact
on the pharmacy services business.

SAFE HARBOR STATEMENT

Statements which are not historical facts, including statements
about our confidence, strategies and expectations, opportunities,
industry and market growth, demand and acceptance of new and
existing products, and return on investments are forward-looking
statements that involve risks and uncertainties, including without
limitation, the effect of general economic and market conditions,
supply and demand for our products, competitor pricing, maintenance
of our current market position and other factors. Given these
uncertainties, under reliance should not be placed on such forward-
looking statements.

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

                                                   DECEMBER 31, DECEMBER 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)                      1999         1998
_____________________________________________________________________________
<S>                                                  <C>          <C>
ASSETS

Current Assets:
  Cash and cash equivalents                           $ 13,352     $ 13,824
  Short-term investments                                 8,536        4,707
  Trade receivables, less allowance for doubtful
     accounts of $1,449 and $765, respectively          73,962       65,055
  Patient receivables, less allowance for doubtful
     accounts of $3,199 and $3,009, respectively        15,924       10,724
  Inventory                                             21,727       11,495
  Prepaids and other current assets                     14,446       12,780
_____________________________________________________________________________
     Total current assets                              147,947      118,585
_____________________________________________________________________________

Marketable investment securities                         1,185        1,191
Property and equipment, net                             66,640       49,103
Excess of purchase price over net assets acquired,
  net of accumulated amortization of $11,577 and
  $7,642, respectively                                  75,308       62,654
Other                                                   21,562       25,034
_____________________________________________________________________________
                                                      $312,642     $256,567
=============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                    $ 53,205     $ 44,578
  Accrued liabilities                                    9,682        7,005
  Accrued wages and related costs                       16,997       12,563
  Federal and state taxes payable                        2,425        1,293
  Current maturities of long-term debt                   9,312        9,122
______________________________________________________________________________
     Total current liabilities                          91,621       74,561
______________________________________________________________________________

Long-term debt, net of current maturities               76,326       70,322
Deferred taxes                                           4,358            -
Deferred compensation                                        -          311

Stockholders' Equity:
  Common stock $.05 par value; authorized 20,000
     shares; issued 13,306 and 12,517 shares
     at December 31, 1999 and 1998, respectively           665          626
  Additional paid-in capital                            91,269       72,622
  Notes receivables from related parties               (18,692)      (9,028)
  Accumulated other comprehensive income (loss)           (410)        (527)
  Employee savings and stock ownership loan guarantee   (3,370)      (5,056)
  Retained earnings                                     84,481       65,260
  Treasury stock, at cost, 1,393 and 1,356 shares
     at December 31, 1999 and 1998, respectively       (13,606)     (12,524)
______________________________________________________________________________
     Total stockholders' equity                        140,337      111,373
______________________________________________________________________________
                                                      $312,642     $256,567
==============================================================================

See accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

                                                         YEAR ENDED DECEMBER 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)                    1999      1998      1997
_________________________________________________________________________________
<S>                                                 <C>       <C>       <C>
Net sales                                           $520,309  $449,023  $380,563
Cost of sales                                        350,988   317,073   290,398
_________________________________________________________________________________

  Gross profit                                       169,321   131,950    90,165
Operating, selling and administrative expenses       110,308    92,146    67,214
Depreciation and amortization                         19,515    15,254     9,939
_________________________________________________________________________________

  Operating income                                    39,498    24,550    13,012

Other income (expense):
  Interest income                                      2,188     1,643     1,324
  Interest expense                                    (7,014)   (5,291)   (1,207)
  Other, net                                            (756)    3,283     3,826
_________________________________________________________________________________

Other income (expense), net                           (5,582)     (365)    3,943

Income from continuing operations before income taxes 33,916    24,185    16,955
Provision for income taxes                            14,695    10,254     6,923
_________________________________________________________________________________

Income from continuing operations                     19,221    13,931    10,032

Discontinued operations, net of taxes                      -         -     1,063
_________________________________________________________________________________

Net income                                          $ 19,221  $ 13,931  $ 11,095
=================================================================================

Net income per share - basic:
  Income from continuing operations                 $   1.65  $   1.30  $   1.00
  Discontinued operations, net of taxes                    -         -       .11
_________________________________________________________________________________

  Net income                                        $   1.65  $   1.30  $   1.11
=================================================================================


  Weighted average shares outstanding                 11,670    10,726     9,998
=================================================================================

Net income per share - diluted:
  Income from continuing operations                 $   1.51  $   1.23  $    .98
  Discontinued operations, net of tax benefit              -         -       .10
_________________________________________________________________________________

  Net income                                        $   1.51  $   1.23  $   1.08
=================================================================================

  Weighted average shares outstanding                 12,739    11,339    10,282
=================================================================================

See accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME

                                                                    Accumulated Other
                                                                   Comprehensive Income
                                                                 ________________________
                                                        Employee
                                                       Savings &                                                 Notes
                                                           Stock                 Foreign                    Receivable
                                            Additional Ownership  Unrealized    Currency                          From        Total
                               Common Stock    Paid-In      Loan     loss on Translation  Retained Treasury    Related Stockholders'
                             ________________
(IN THOUSANDS)                Shares  Amount   Capital Guarantee Investments  Adjustment  Earnings    Stock    Parties       Equity
____________________________________________________________________________________________________________________________________
<S>                           <C>      <C>    <C>      <C>          <C>          <C>      <C>      <C>         <C>         <C>
Balance at December 31, 1996  10,215   $567   $53,072  $(4,544)     $  (27)      $(157)   $40,234  $(10,613)   $     -     $ 78,532
Issuance of common stock          94      5     1,754                                                                         1,759
Issuance of treasury stock       250                                                                  2,599                   2,599
Tax benefit from the exercise
  of stock options                                235                                                                           235
Reacquisition of common stock
  for treasury                  (480)                                                                (4,510)                 (4,510)
ESSOP loan guarantee                                     1,366                                                                1,366
Amortization of loan guarantee                          (3,563)                                                              (3,563)
Comprehensive Income:
Unrealized gain on investments                                           10
Foreign currency translation
  adjustment                                                                      (156)
Net income                                                                                 11,095
Total Comprehensive Income:                                                                                                  10,949
____________________________________________________________________________________________________________________________________

Balance at December 31, 1997  10,079   $572   $55,061  $(6,741)      $  (17)     $(313)   $51,329  $(12,524)   $     -     $ 87,367
Issuance of common stock       1,082     54    17,116                                                           (9,028)       8,142
Tax benefit from the exercise
  of stock options                                445                                                                           445
Amortization of loan guarantee                           1,685                                                                1,685
Comprehensive Income:
Unrealized loss on investments                                         (300)
Foreign currency translation
  adjustment                                                                       103
Net income                                                                                 13,931
Total Comprehensive Income:                                                                                                  13,734
____________________________________________________________________________________________________________________________________

Balance at December 31, 1998  11,161   $626  $72,622   $(5,056)      $ (317)     $(210)   $65,260  $(12,524)  $ (9,028)    $111,373
Issuance of common stock         789     39   15,904                                                            (9,664)       6,279
Tax benefit from the exercise
  of stock options                             2,743                                                                          2,743
Reacquisition of common
  stock for treasury             (37)                                                                (1,082)                 (1,082)
Amortization of loan guarantee                           1,686                                                                1,686
Comprehensive Income:
Unrealized loss on investments                                          172
Foreign currency translation
  adjustment                                                                       (55)
Net income                                                                                 19,221
Total Comprehensive Income:                                                                                                  19,338
____________________________________________________________________________________________________________________________________

Balance at December 31, 1999  11,913   $665  $91,269   $(3,370)      $ (145)     $(265)   $84,481  $(13,606)  $(18,692)    $140,337
====================================================================================================================================

See accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    YEAR ENDED   YEAR ENDED   YEAR ENDED
                                                   DECEMBER 31, DECEMBER 31, DECEMBER 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)                      1999         1998         1997
__________________________________________________________________________________________
<S>                                                    <C>          <C>          <C>
Cash flows from operating activities:
Net income                                             $19,221      $13,931      $11,095
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                       19,515       15,254        9,939
    Provision for losses on receivables                    466        2,734          129
    Amortization of loan guarantee                       1,686        1,685        1,366
    Decrease (increase) in:
      Accounts receivable - trade                       (9,592)      (9,459)      (3,237)
      Accounts receivable - patient                     (1,348)      (1,401)           -
      Inventory                                        (10,219)      (5,935)       2,336
      Prepaids and other current assets                 (2,369)      (2,223)       1,699
      Net assets of discontinued operations                  -            -        1,198
      Other assets                                      (9,032)      (4,846)     (8,368)
    Increase (decrease) in:
      Accounts payable                                   8,647        5,566      (4,012)
      Accrued liabilities                                1,597         (456)        998
      Accrued wages and related costs                    4,427       (1,110)      2,927
      Federal and state taxes payable                    4,001          630        (931)
      Deferred compensation                               (312)      (1,658)         (2)
_________________________________________________________________________________________

      Net cash provided by operating activities         26,688       12,712      15,137

Cash flows from investing activities:
    Purchase of property and equipment, net            (24,463)     (15,986)    (10,889)
    Payments for acquisitions                          (18,031)     (45,338)     (6,550)
    Net increase in short-term investments              (3,823)      (2,124)     (1,323)
    Net decrease (increase) in long-term investments         6          (11)         59
    Unrealized gain (loss) in investments                  171         (300)         10
_________________________________________________________________________________________

    Net cash used in investing activities              (46,140)     (63,759)    (18,693)

Cash flows from financing activities:
    Issuance of common stock                             6,279        3,142       1,759
    Issuance of treasury stock                               -            -       2,599
    Reacquisition of common stock                       (1,082)           -      (4,510)
    Increase in ESSOP loan guarantee                         -            -      (3,563)
    Proceeds from long-term debt                        23,643       46,271      10,634
    Repayment of long-term debt                         (9,955)     (10,070)     (2,807)


    Net cash provided by financing activities           18,885       39,343       4,112
-----------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents      (567)     (11,704)        556

Effect of exchange rate on cash                             95          (10)       (232)

Cash and cash equivalents at beginning of period        13,824       25,538      25,214
_________________________________________________________________________________________

Cash and cash equivalents at end of period             $13,352      $13,824     $25,538
=========================================================================================

See accompanying Notes to Consolidated Financial Statements

</TABLE>


<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION: The Company's business is primarily
concentrated in three business segments. The first is the
compounding, dispensing and distributing of radiopharmaceuticals to
hospitals and clinics located within the United States. The second
is the management and provision of medical diagnostic imaging
services located within the United States. The third is providing
both radiopharmaceuticals and radiology services outside of the
United States. The consolidated financial statements include the
assets, liabilities and operations of the Company and its
subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS: The Company
considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. Short-term
investments consist principally of time deposits and tax-exempt
municipal securities and are carried at cost, which approximates
market value.

FINANCIAL INSTRUMENTS: The carrying value of financial instruments
such as cash and cash equivalents, trade receivables, payables and
floating rate short and long-term debt, approximate fair value.

PATIENT RECEIVABLES: The Company receives payment for services
rendered from federal and state agencies (under the Medicare,
Medicaid and Champus programs), managed health care plans,
commercial insurance companies, employers and patients. During the
year ended December 31, 1999 approximately 9.1 percent of the
Company's patient revenues related to patients participating in the
Medicare and Medicaid programs. The Company does not believe that
there are any other significant concentrations of revenues from any
particular payer that would subject the Company to any significant
credit risk in the collection of its patient accounts receivable.

INVENTORY: Inventories, consisting of purchased products, are
stated at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT: Property and equipment are stated at cost
and depreciated or amortized on a straight-line basis over
estimated useful lives ranging from two to fifteen years.

SELF INSURANCE: The Company historically has purchased insurance in
excess of self-insured retentions or deductibles for losses and
liabilities related to vehicle claims, medical claims and general
product liability claims. Losses accrued under self-insured and
deductible plans are based upon the Company's estimates of
aggregated liability claims incurred using certain actuarial
assumptions followed in the insurance industry and the Company's
own experience.

EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED: The cost in
excess of net assets of acquired businesses is being amortized on
a straight-line basis over periods of 15 to 40 years. The Company
periodically evaluates the carrying value of these assets and,
accordingly, considers the ability to generate positive cash flow
through projected undiscounted future operating cash flows from the
related operation as the key factor in determining whether the
assets have been impaired. The Company's accounting treatment is
consistent with Statement of Financial Accounting Standard (SFAS)
No.121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."

MARKETABLE INVESTMENT SECURITIES: Marketable investment securities
consist primarily of corporate debt and United States government
obligations. The Company classifies debt and marketable equity
securities in one of three categories: trading, available-for-sale
or held-to-maturity. Trading securities are bought and held
principally for the purpose of selling them in the near term. Held-
to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities
not included in trading or held-to-maturity are classified as
available-for-sale.

Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or
discounts. Unrealized holding gains and losses on trading
securities are included in earnings. Unrealized holding gains and
losses, net of the related tax effect, on available-for-sale
securities are excluded from earnings and are reported as a
component of accumulated other comprehensive income until realized.

FOREIGN CURRENCY TRANSLATION: Assets and liabilities of foreign
operations are translated into U.S. dollars based upon the
prevailing exchange rates in effect at the balance sheet date.
Foreign exchange gains and losses resulting from these translations
are included as a component of accumulated other comprehensive
income. Actual gains or losses incurred on currency transactions in
other than the country's functional currency are included in net
income currently.

STOCK OPTIONS: The Company measures stock-based compensation using
the intrinsic value method which assumes that options granted at
market price at the date of grant have no intrinsic value. Proforma
net income and earnings per share are presented in Note 9 as if the
fair value method had been applied.

INCOME TAXES: Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.

REVENUES: The Company's medical imaging facilities have entered
into agreements with third-party payers, including government
programs and managed care health care plans, under which the
facilities are paid based upon established charges, predetermined
rates per service or discounts from established charges.

Revenues are recorded at estimated amounts due from patients and
third-party payers for the services provided. Management believes
that adequate provisions have been made for any potential
adjustments.

USE OF ESTIMATES: Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities, the reporting of sales and expenses and the disclosure
of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.

RECLASSIFICATIONS: Certain items in the prior years' consolidated
financial statements have been reclassified to conform to the
current year's presentation.


NOTE 2. ACQUISITIONS AND DISCONTINUED OPERATIONS

During 1998 and 1999, the Company acquired multiple medical
imaging businesses all of which operate under the subsidiary CMI.
During 1998, the Company acquired three companies in the medical
imaging business. The first occurred in January when Syncor acquired
the medical imaging business from National Diagnostic Services, Inc.
and an affiliate ("NDS"). The purchase price for the acquisition was
$12 million including the assumption of $4.3 million in debt. The
acquired business included nine medical imaging centers owned or
managed by NDS.

Also in January 1998, a subsidiary of Syncor merged with and into
TME, Inc., a company based in Houston, Texas, pursuant to which
TME, Inc. became a wholly owned subsidiary of Syncor. TME owned,
operated and/or managed free-standing medical imaging centers
through joint ventures and partnerships. It has 20 facilities in
its network. As consideration for the merger, Syncor paid $14.5
million in cash to TME's stockholders and assumed $5.2 million in
TME liabilities.

The third was the medical imaging business of International Magnetic
Imaging, Inc., a subsidiary of Consolidated Technology Group Ltd.
in March 1998. The acquired business included ten outpatient
medical imaging centers and an imaging referral network operating
in 35 states. The purchase price for the acquisition was $20.4
million, plus the assumption of $24.3 million in liabilities and
trade payables.

The Company accounted for these transactions as purchases and the
purchase prices were allocated to fixed assets, non-compete and
consulting agreements and goodwill. Goodwill for the NDS and IMI
acquisitions is being amortized over a period of 20 years while the
TME acquisition is being amortized over 30 years. The results of
operations related to the above 1998 transactions are included in
the Company's consolidated financial statements from the effective
acquisition dates.

On December 31, 1998 the Company entered into an agreement to sell
its partnership interest in the Imaging Center of Orlando ("ICO")
for a secured note of $1.25 million. This transaction resulted in
a pre-tax gain, recorded in "Other - income, Other - net," on sale
of $1.1 million and an after tax gain of $.6 million, or $.05 per
share on a diluted basis in the fourth quarter.

During 1999, the Company acquired eight imaging center sites in the
expansion of its Medical Imaging business, and the remaining
interest that the Company does not already own in certain sites for
$18 million and the assumption of $5.2 million in debt. In April
1999, the Company acquired two imaging centers for a total purchase
price of $2.5 million plus the assumption of $1.0 million in debt.
The Company also purchased the minority interests in certain open MRI
sites for $6.8 million in 1999.

During September 1999, the Company acquired a three site operation
in the Victorville, California area for $3.4 million plus the
assumption of $1.7 million in debt. In addition, the Company completed
the purchase of the remaining interest that the Company does not
already own in two sites for $2.7 million plus the assumption of $2.5
million in debt. The remaining site acquisition was in Santa Maria,
California for a total purchase price of $2.8 million.

The Company accounted for these transactions as purchases and the
purchase prices were allocated to accounts receivable, fixed assets
and goodwill. Goodwill for these acquisitions is being amortized
over 20 years. The results of operations related to the above 1999
transactions are included in the Company's consolidated financial
statements from the effective acquisition dates.

The following unaudited pro forma information presents a summary of
our consolidated results of operation as if the acquisitions had
occurred on January 1, 1998:

<TABLE>
<CAPTION>
                                                               FISCAL YEAR
(IN MILLIONS, EXCEPT PER SHARE)                              1999       1998
______________________________________________________________________________
<S>                                                      <C>        <C>
Sales                                                    $524,676   $464,444
Net Earnings                                             $ 19,931   $ 14,285
Net Earnings per diluted share (continuing operations)   $   1.56   $   1.26
______________________________________________________________________________
</TABLE>

These unaudited proforma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of
operations that would have occurred or the future results of
operations of the consolidated entities.


NOTE 3. PROPERTY AND EQUIPMENT, NET

The major classes of property were as follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31,  DECEMBER 31,
(IN THOUSANDS)                                       1999          1998
________________________________________________________________________
<S>                                              <C>           <C>
Land and buildings                               $  7,785      $  6,098
Furniture and equipment                            96,383        74,866
Leasehold improvements                             18,411        17,077
Construction in progress                            4,161             -
________________________________________________________________________
                                                  126,740        98,041
Less accumulated depreciation and amortization    (60,100)      (48,938)
________________________________________________________________________

                                                  $66,640       $49,103
========================================================================
</TABLE>

NOTE 4. MARKETABLE INVESTMENT SECURITIES

Marketable investment securities consist of:

<TABLE>
<CAPTION>
                                                    DECEMBER 31,  DECEMBER 31,
(IN THOUSANDS)                                             1999          1998
______________________________________________________________________________
<S>                                                      <C>           <C>
Available-for-sale, at fair value, net of tax effect     $  685        $  691
Held-to-maturity, at amortized cost                         500           500
______________________________________________________________________________

                                                         $1,185        $1,191
==============================================================================
</TABLE>

The amortized cost, gross unrealized holding gains and losses and
fair value for available-for-sale and held-to-maturity securities
by major security type at December 31, 1999 and 1998 were as
follows:

<TABLE>
<CAPTION>
                                               1999 UNREALIZED
                              AMORTIZED      HOLDING      HOLDING       FAIR
(IN THOUSANDS)                     COST        GAINS       LOSSES      VALUE
_______________________________________________________________________________
<S>                              <C>            <C>          <C>       <C>
Available-for-sale:
Corporate debt securities        $  697         $ 55         $(67)     $  685

Held-to-maturity:
U.S. Treasury securities            500            -            -         500
______________________________________________________________________________

                                 $1,197         $ 55         $(67)     $1,185
==============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                1998 UNREALIZED
                               AMORTIZED      HOLDING      HOLDING       FAIR
(IN THOUSANDS)                      COST        GAINS       LOSSES      VALUE
______________________________________________________________________________
<S>                               <C>           <C>          <C>       <C>
Available-for-sale:
Corporate debt securities         $  697        $ 44         $(50)     $  691

Held-to-maturity:
U.S. Treasury securities             500           -            -         500
______________________________________________________________________________

                                  $1,197        $ 44         $(50)     $1,191
==============================================================================
</TABLE>

The unrealized holding losses on held-to-maturity securities have
not been recognized in the accompanying consolidated financial statements.

Maturities of investment securities classified as available-for-
sale and held-to-maturity at December 31, 1999 and 1998 were as follows:


<TABLE>
<CAPTION>
                                                  1999                 1998
_______________________________________________________________________________
                                       AMORTIZED     FAIR   AMORTIZED     FAIR
(IN THOUSANDS)                              COST    VALUE        COST    VALUE
_______________________________________________________________________________
<S>                                         <C>      <C>         <C>     <C>
Available-for-sale:
Due after one year through five years       $499     $493        $499     $490
Due after five years through ten years      $198     $192        $198     $201

Held-to-maturity
Due within one year                         $500     $500        $500     $500
===============================================================================
</TABLE>

NOTE 5. LINE OF CREDIT

At December 31, 1999, the Company had an unsecured revolving line
of credit for short-term borrowings aggregating $100,000,000. The
line of credit was increased from $75,000,000 to $100,000,000
effective December 15, 1999. The terms of this revolving credit
line include two interest rate borrowing options, the Eurodollar
rate plus an applicable margin or the bank's Prime rate (8.50
percent at December 31, 1999). As of December 31, 1999, the
availability of the line of credit was reduced by $50,000 as a
result of outstanding standby letters of credit resulting in
available credit of $47.3 million. To maintain this line of credit,
the Company is required to pay a quarterly commitment fee of 1/4 of
one percent per annum on the unused portion.

The line of credit agreement specifies that certain covenants
(including limitations on investments and acquisitions, new
borrowings and issuance of new stock) be maintained. Certain
financial ratios (including EBITDA ratio and Fixed Charge Coverage
ratio) also need to be maintained under this agreement. As of
December 31, 1999, the Company was in compliance with all debt
covenants under the credit line agreement.

NOTE 6. LONG TERM DEBT

The Company's long-term debt was as follows:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
(IN THOUSANDS)                                                     1999     1998
________________________________________________________________________________
<S>                                                              <C>      <C>
Notes payable, unsecured, payable in installments through 2012,
  with effective interest rates ranging from 6.95% to 9.00%      $  919   $  508
________________________________________________________________________________

Note payable, unsecured, payable in installments through 2001,
  with a floating interest rate of either the lower of prime or
  LIBOR plus .75%, 6.57% and 5.91% at December 31, 1999 and 1998,
  respectively                                                    3,371    5,056
________________________________________________________________________________

Notes payable, secured, payable in installments through 2003,
  with a non-interest bearing rate, net of unamortized discount
  at 6% to 10% of $110 and $212 at December 31, 1999
  and 1998, respectively                                          1,575    2,554
________________________________________________________________________________

Note payable, unsecured, payable in installments through 2002,
  with a floating interest rate of LIBOR plus .95%, 6.95% and
  6.20% at December 31, 1999 and 1998, respectively               5,975    6,500
________________________________________________________________________________

Note payable, unsecured, payable in lump sum on November 1,
  2004 with a floating interest rate of LIBOR plus 1.25% or
  prime rate, with interest rates ranging from 6.31% to 7.44%    52,700   46,000
________________________________________________________________________________

Notes payable, payable in varying installments through 2005
  with effective interest rates ranging from 5.28% to 11.5%       7,878   10,703
________________________________________________________________________________

Non-Compete agreements paid in varying installments through
  2004, with effective interest rates of 6% to 7.12%                668      856
________________________________________________________________________________

Capital Lease obligations, payable in installments through
  2005, with effective interest rates from 4.63% to 13.18%       12,552    7,267
________________________________________________________________________________

Total debt                                                       85,638   79,444
________________________________________________________________________________

Less current maturities of long-term debt                         9,312    9,122
________________________________________________________________________________


Long-term debt, net of current maturities                       $76,326  $70,322
================================================================================
</TABLE>

At December 31, 1999, long-term debt maturing over the next five years is as
follows: 2000, $9,312; 2001, $7,860; 2002, $8,750; 2003, $2,303; 2004, $54,125
and $3,288 thereafter.

Interest paid was $6,945, $5,392, and $1,205 for the years ended December 31,
1999, 1998 and 1997, respectively.


NOTE 7. INCOME TAXES

Total income tax expense for the years ended December 31, 1999 and 1998 was
allocated as follows:

<TABLE>
<CAPTION>
                                                  YEAR ENDED     YEAR ENDED
                                                 DECEMBER 31,   DECEMBER 31,
(IN THOUSANDS)                                          1999           1998
____________________________________________________________________________
<S>                                                 <C>            <C>
Income from continuing operations                   $14,695        $10,254
Stockholders' equity for compensation expense
  for tax purposes in excess of amounts
  recognized for financial reporting                 (2,748)          (444)
____________________________________________________________________________

                                                    $11,947        $ 9,810
============================================================================
</TABLE>

Income tax expense (benefit) attributable to income from continuing
operations consisted of:

<TABLE>
<CAPTION>
                     YEAR ENDED        YEAR ENDED        YEAR ENDED
                    DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
(IN THOUSANDS)             1999              1998              1997
______________________________________________________________________
<S>                     <C>               <C>               <C>
Current:
  Federal               $10,062           $ 8,022           $ 6,839
  State                   2,324             1,715             1,262
______________________________________________________________________

                         12,386             9,737             8,101

Deferred:
  Federal                 2,163               625              (916)
  State                     146              (108)             (262)
______________________________________________________________________

                          2,309               517            (1,178)
______________________________________________________________________

                        $14,695           $10,254           $ 6,923
======================================================================
</TABLE>

The amounts differed from the amounts computed by applying the
federal income tax rate of 35 percent to pretax income from
continuing operations as a result of the following:

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
(IN THOUSANDS)                                            1999     1998     1997
_________________________________________________________________________________
<S>                                                    <C>      <C>       <C>
Federal income taxes at "expected" rate                $11,871  $ 8,465   $5,935
  Increase (reduction) in income taxes resulting from:
    Meals and entertainment                                221      205      213
    Tax exempt interest                                    (50)     (95)    (109)
    Amortization of intangible assets                      365      343      143
    Foreign losses and foreign tax rate differential     1,027      789      370
State taxes, net of Federal benefit                      1,606    1,045      650
Utilization of general business credits                   (631)    (578)    (235)
Other                                                      287       80      (44)
_________________________________________________________________________________

                                                       $14,695  $10,254   $6,923
=================================================================================
</TABLE>

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1999 and 1998, are presented below:

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
(IN THOUSANDS)                                                    1999      1998
_________________________________________________________________________________
<S>                                                             <C>       <C>
Deferred tax assets:
Net operating loss carryforwards                                $  232    $  394
Compensated absences, principally due to accrual
  for financial reporting purposes                               1,799     1,376
Accounts receivable, due to allowance for doubtful accounts      1,490     1,758
Accrued liabilities, primarily due to self-insurance and
  other contingency accruals for financial reporting purposes    1,881     2,169
Deferred compensation, due to accrual for financial reporting
  purposes                                                       3,159     3,100
Covenant not to compete due to difference in amortization          602       644
Other                                                              481       592
_________________________________________________________________________________

Total gross deferred tax asset                                  $9,644   $10,033
</TABLE>

<TABLE>
<CAPTION>
                                                       DECEMBER 31,  DECEMBER 31,
(IN THOUSANDS)                                                1999          1998
_________________________________________________________________________________
<S>                                                         <C>           <C>
Deferred tax liabilities:
Plant and equipment, due to difference in depreciation      $1,203        $  522
Partnership basis, due to book to tax differences at
  partnership level                                            501         1,110
Deferred expenses                                              150           120
Goodwill due to difference in amortization                   2,420           424
Other                                                           45           129
_________________________________________________________________________________

Total gross deferred tax liabilities                         4,319         2,305
=================================================================================

Net deferred tax asset                                      $5,325        $7,728
=================================================================================
</TABLE>

Management has reviewed the recoverability of deferred income tax
assets and has determined that it is more likely than not that the
deferred tax assets will be fully realized through future taxable
earnings.

Income tax payments amounted to $7,704, $9,613, and $7,622 for the
years ended December 31, 1999, 1998 and 1997, respectively.


NOTE 8. COMMITMENTS

The Company leases facilities, vehicles and equipment with terms
ranging from three years to fifteen years. The majority of property
leases contain renewal options and some have escalation clauses for
increases in property taxes, Consumer Price Index and other items.

The Company leases a building and certain items of equipment under
capital leases which had an approximate cost of $17,144, $13,148,
and $6,891, at December 31, 1999, 1998 and 1997 respectively, and
accumulated depreciation of $5,603, $4,702, and $2,181,
respectively. The Company was not utilizing this building and,
accordingly, sublet it to a third party for the balance of the
lease term. The cost increase over the prior year was due to the
acquisition of the medical imaging businesses of CMI and their
related capital leases.

Future minimum lease payments under capital leases and ending
noncancelable operating leases with terms greater than one year and
related sublease income at December 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                              CAPITAL   OPERATING   SUBLEASE
(IN THOUSANDS)                                 LEASES      LEASES     INCOME
_____________________________________________________________________________
<S>                                           <C>         <C>           <C>
Year December 31,
  2000                                        $ 4,575     $ 8,064       $117
  2001                                          3,924       6,297         24
  2002                                          3,387       5,528          5
  2003                                          1,963       4,420          -
  2004                                            954       3,176          -
  Thereafter                                      205       4,647          -
_____________________________________________________________________________
                                              $15,008     $32,132       $146
=============================================================================

Less amount representing interest              (2,456)
_____________________________________________________________________________

Present value of net minimum lease payments   $12,552
=============================================================================
</TABLE>

Rental expense under operating leases was $10,173, $8,199, and $7,528
for the years ended December 31, 1999, 1998 and 1997, respectively.


NOTE 9. STOCK OPTIONS AND RIGHTS

Options to purchase common stock have been granted under various
plans to officers, directors and other employees at prices equal to
the market prices at date of grant. An aggregate of 3,723,546
shares have been authorized for issuance under the various plans as
of December 31, 1999. Options are generally exercisable at a rate
of 25 percent per year beginning one year from the date of grant
and expire ten years after the date of grant. At December 31, 1999,
446,633 shares were reserved for issuance under the various plans.

The per share weighted-average fair value of stock options granted
during 1999, 1998 and 1997 was $21.47, $11.34, and $5.74,
respectively, on the date of grant using the Black Scholes option-
pricing model with the following weighted-average assumptions: 1999
expected dividend yield of 0%, risk-free interest rate of 5.62%,
expected volatility of 58.7% and an expected life of 5.21 years.
1998 expected dividend yield of 0%; risk-free interest rate of
4.8%; expected volatility of 60.4% and an expected life of 5.19
years; 1997 expected dividend yield of 0%; risk-free interest rate
of 5.71%; expected volatility of 61.1% and an expected life of 5.26
years.

The Company applies APB Opinion No. 25 in accounting for its plans
and, accordingly, no compensation cost has been recognized for its
stock options in the Consolidated Statements of Operations. Had the
Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's
net income would have been reduced to the pro forma amounts
indicated in the following table:

<TABLE>
<CAPTION>
                                       YEAR ENDED     YEAR ENDED     YEAR ENDED
                                      DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)        1999           1998           1997
_______________________________________________________________________________
<S>                                        <C>            <C>           <C>
Net income
  As reported                              $19,221        $13,931       $11,095
  Pro forma                                $15,545        $11,343       $10,802
Earnings per share
Basic:
  As reported                              $  1.65        $  1.30       $  1.11
  Pro forma                                $  1.33        $  1.06       $  1.08
Diluted:
  As reported                              $  1.51        $  1.23       $  1.08
  Pro forma                                $  1.22        $  1.00       $  1.05
===============================================================================
</TABLE>

A summary of employee stock options is as follows:

<TABLE>
<CAPTION>
                                                                    WEIGHTED
                                         NUMBER OF                   AVERAGE
(IN THOUSANDS, EXCEPT SHARE PRICE)          SHARES            EXERCISE PRICE
_____________________________________________________________________________
<S>                                          <C>                      <C>
Outstanding at December 31, 1996             1,146                    $10.03
Granted                                        401                    $ 9.80
Exercised                                      (94)                   $ 8.47
Cancelled                                      (42)                   $10.68
_____________________________________________________________________________

Outstanding at December 31, 1997             1,411                    $10.22
Granted                                      1,685                    $16.57
Exercised                                     (204)                   $12.04
Cancelled                                      (43)                   $10.21
_____________________________________________________________________________

Outstanding at December 31, 1998             2,849                    $13.77
Granted                                      1,072                    $31.21
Exercised                                     (403)                   $ 9.27
Cancelled                                     (241)                   $17.37
_____________________________________________________________________________

Outstanding at December 31, 1999             3,277                    $19.30
=============================================================================
</TABLE>

At December 31, 1999, the range of exercise prices and weighted
average remaining contractual life of outstanding options was $8.40
to $38.56 and eight years, respectively.

At December 31, 1999, 1998, and 1997, the number of options
exercisable was approximately 988,000, 1,004,000, and 590,000,
respectively, and the weighted average price of those options was
$12.80, $11.16, and $10.12, respectively.

The Company derives a tax benefit from the options exercised and sold
by employees and the benefit is credited to additional paid-in capital.

In September 1999, the Company adopted a new Rights Plan and
declared a dividend distribution of one right for each outstanding
share of the Company's common stock. The new Rights Plan replaced
the Company's original rights plan, which was set to expire in
September 1999. The rights under the new Rights Plan are set to
expire in September 2009, unless redeemed earlier by the Board. At
least once every three years, an independent committee of the Board
will review the Rights Plan and, if the committee deems it
appropriate, recommend to the entire Board that the Rights Plan be
modified or terminated. Each right represents the right to
purchase, if and when the right becomes exercisable, a unit
consisting of one share of Syncor common stock at a per unit price
of $180 (the "Purchase Price"). The rights generally will be
exercisable only if a person or group (an "Acquiring Person")
acquires beneficial ownership of 15% or more of Syncor's common
stock or commences a tender or exchange offer upon consummation of
which such person or group would beneficially own 15% or more of
Syncor's common stock (other than as a result of repurchases of
stock by Syncor, or certain purchases by institutional or similar
stockholders so long as they do not own 20% or more). In the event
any person becomes an Acquiring Person (other than pursuant to an
offer for all shares that the majority of the independent directors
not associated or affiliated with the Acquiring Person determines
to be adequate and otherwise in the best interest of the Company
and its stockholders), each of the rights becomes a discount right
entitling the holder (other than the Acquiring Person) upon payment
of the Purchase Price, to common stock having a value equal to twice
the Purchase Price (i.e., $360 worth of Syncor stock for a purchase
price of $180). If following someone becoming an Acquiring Person,
the Company engages in a merger or other business combination in
which the Company does not survive or the common stock is changed
or exchanged, or transfers more than 50% of its assets, cash flow
or earning power in one transaction or a series of related
transactions, each right becomes a right (except for the Acquiring
Person) to acquire common shares of the other party to the
transaction having a value equal to twice the Purchase Price.


NOTE 10. EMPLOYEE BENEFIT PLANS

The Company's 401(k) plan is open to all employees who are at least
21 years of age and have a minimum of twelve consecutive months of
service. In 1989, the Company's Board of Directors amended the plan
to an Employees' Savings and Stock Ownership Plan (ESSOP) to allow
the plan to acquire one million of the Company's shares through a
leveraged employee stock ownership plan transaction. In June 1995,
September 1996, and August 1997, an additional 750,000 shares, in
total, which were purchased in the open market, were contributed to
the plan. These shares were originally classified as "treasury
stock." The contributions totaled $8,657 and reflected the fair
market value at the time of contribution. In connection with these
transactions, the Company made a loan to the ESSOP. The ESSOP loan
had an outstanding balance of $3,370,496 at December 31, 1999.

Under the ESSOP, participants may contribute one percent to
fourteen percent of their compensation to 401(k) investment options
and an additional two percent of their compensation to purchase
Company stock. The Company makes matching contributions to 50
percent of the employees' 401(k) investment contributions up to a
maximum of four percent of the employees' compensation and to 100
percent of the employees' Company stock purchases up to two percent
of the employees' compensation. The Company's matching contribution
is made in Company stock and reflects the ESSOP loan payment. The
number of shares of stock available to match employee contributions
is directly related to the amount of principal payments made on the
ESSOP loan. Once the number of available shares is determined, the
Company matches the employees' contributions as described above by
determining the fair market value of the available stock. The
remainder of any shares not allocated after all matching is
complete will be allocated to all eligible employees based on
relative compensation.

Participants are fully and immediately vested in their
contributions and vest in employer contributions over a five-year
period of continuous employment. After five years of continuous
employment, any further employer contributions are fully and
immediately vested. The Company's contributions for the years ended
December 31, 1999, 1998 and 1997 amounted to $1,957, $2,091, and
$1,625, respectively, of which $1,686, $1,685, and $1,366,
respectively, were used to pay down principal on the ESSOP loan and
$271, $406, and $259 respectively, to pay interest.

NOTE 11. NET INCOME PER SHARE

The following table presents the computation of basic earnings per
share (EPS):

<TABLE>
<CAPTION>

                                FOR THE YEAR ENDED                FOR THE YEAR ENDED                  FOR THE YEAR ENDED
                                DECEMBER 31, 1999                 DECEMBER 31, 1998                   DECEMBER 31, 1997
(IN THOUSANDS               Income        Shares  Per Share     Income        Shares  Per Share     Income        Shares  Per Share
EXCEPT PER SHARE DATE)  (Numerator) (Denominator)    Amount (Numerator) (Denominator)    Amount (Numerator) (Denominator)    Amount
___________________________________________________________________________________________________________________________________
<S>                     <C>           <C>          <C>      <C>             <C>        <C>        <C>          <C>           <C>
Income from continuing
  Operations            $19,221                             $13,931                               $10,032
Basic EPS               $19,221       11,670       $1.65    $13,931         10,726     $1.30      $10,032      9,998        $1.00
                                                   =====                               =====                                =====

Effect of Dilutive
  Stock Options                        1,069                                   613                               284
                                       _____                                   ___                               ___
Diluted EPS             $19,221       12,739       $1.51    $13,931         11,339     $1.23      $10,032     10,282        $0.98
                                                   =====                               =====                                =====
</TABLE>

Options to purchase 245 shares of common stock at prices ranging
from $32.63 to $38.36 were outstanding during 1999, but were not
included in the computation of diluted EPS at December 31, 1999
because the options' exercise prices were greater than the average
market price of the common shares.


NOTE 12. LITIGATION AND CONTINGENCIES

There are various litigation proceedings in which the Company and
its subsidiaries are involved. Many of the claims asserted against
the Company in these proceedings are covered by insurance. The
results of litigation proceedings cannot be predicted with
certainty. However, in the opinion of the Company's general
counsel, such proceedings either are without merit or do not have
a potential liability which would materially affect the financial
condition of the Company and its subsidiaries on a consolidated basis.


NOTE 13. BUSINESS SEGMENTS

The Company is currently in three different business segments: The
first segment is the compounding, dispensing, and distribution of
radiopharmaceuticals in the United States. The second segment is
the management and provision of medical diagnostic imaging services
in the United States. The third segment is the compounding,
dispensing, and distribution of radiopharmaceuticals and the
provision of radiology services outside of the United States. Prior
to 1998, the Company had only minimal participation in segments
other than the radiopharmaceuticals segment.

<TABLE>
<CAPTION>

(IN THOUSANDS)
__________________________________________________________________________
<S>                                            <C>               <C>
U.S. PHARMACY SERVICES BUSINESS                    1999              1998
__________________________________________________________________________

  Revenues                                     $440,322          $396,910
  Operating Income                             $ 48,090          $ 37,893
  Total Assets                                 $106,010          $ 86,766
  Capital Expenditures                         $  3,714          $  3,009
  Depreciation/Amortization                    $  4,256          $  4,946

U.S. MEDICAL IMAGING BUSINESS                      1999              1998
__________________________________________________________________________


  Revenues                                     $ 55,187          $ 35,309
  Operating Income                             $  5,881          $  2,328
  Total Assets                                 $122,020          $ 93,772
  Capital Expenditures                         $  5,961          $  2,717
  Depreciation/Amortization                    $  7,674          $  4,651

INTERNATIONAL OPERATIONS                           1999              1998
__________________________________________________________________________

  Revenues                                     $ 24,800          $ 16,804
  Operating Income                             $     55          $ (1,096)
  Total Assets                                 $ 38,478          $ 29,148
  Capital Expenditures                         $  8,002          $  5,164
  Depreciation/Amortization                    $  2,742          $  2,244

UNALLOCATED CORPORATE                              1999              1998
__________________________________________________________________________

  Operating Loss                               $(14,528)         $(14,575)
  Total Assets                                 $ 46,134          $ 46,881
  Capital Expenditures                         $  6,786          $  5,096
  Depreciation/Amortization                    $  4,843          $  3,413

                                              OPERATING             TOTAL
GEOGRAPHIC SEGMENTS           REVENUES           INCOME            ASSETS
__________________________________________________________________________

United States
  1999                        $495,509         $ 39,443          $274,164
  1998                        $432,219         $ 25,646          $227,419

Rest of World
  1999                        $ 24,800         $     55          $ 38,478
  1998                        $ 16,804         $ (1,096)         $ 29,148
===========================================================================
</TABLE>


<PAGE>
INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS AND STOCKHOLDERS, SYNCOR INTERNATIONAL CORPORATION

We have audited the accompanying consolidated balance sheets of
Syncor International Corporation and subsidiaries as of December
31, 1999 and 1998, and the related consolidated statements of
income, stockholders' equity and comprehensive income and cash
flows for each of the years in the three-year period ended December
31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Syncor International Corporation and subsidiaries as of
December 31, 1999 and 1998, and the results of their operations and
their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted
accounting principles.


/s/ KPMG LLP
Los Angeles, California
February 16, 2000

MANAGEMENT'S REPORT

The Management of Syncor International Corporation is responsible
for the consolidated financial statements and all other information
presented in this report. The consolidated financial statements
have been prepared in conformity with generally accepted accounting
principles appropriate in the circumstances and, therefore,
included in the consolidated financial statements are certain
amounts based on management's informed estimates and judgments.
Management is responsible for establishing and maintaining a system
of internal control designed to provide reasonable assurance as to
the integrity and reliability of financial reporting. The concept
of reasonable assurance is based on the recognition that there are
inherent limitations in all systems of internal control, and that
the cost of such systems should not exceed the benefits to be
derived therefrom. Other financial information in this report is
consistent with that in the consolidated financial statements. The
consolidated financial statements have been examined by Syncor
International Corporation's independent certified public
accountants and have been reviewed by the Audit Committee of the
Board of Directors.


<PAGE>
SELECTED QUARTERLY RESULTS OF OPERATIONS

The unaudited quarterly operating results in the Selected Quarterly
Results of Operations have been prepared on the same basis as the
audited consolidated financial statements and, in the opinion of
management, include all adjustments necessary for a fair
presentation for the periods presented.

Unaudited calendar quarterly information is summarized below:

<TABLE>
<CAPTION>

(IN THOUSANDS, EXCEPT PER SHARE DATA)      MARCH 31,    JUNE 30,  SEPTEMBER 30,  DECEMBER 31,      1999
_________________________________________________________________________________________________________
<S>                                        <C>          <C>           <C>           <C>         <C>
Net sales                                  $123,868     $130,290      $131,508      $134,643    $520,309
Gross profit                               $ 38,582     $ 43,245      $ 42,705      $ 44,789    $169,321
Net income from continuing operations      $  5,029     $  6,387      $  3,194      $  4,611    $ 19,221
Net income per share
  from continuing operations:
  Basic                                    $    .44     $    .55      $    .27      $    .39    $   1.65
  Diluted                                  $    .41     $    .50      $    .25      $    .36    $   1.51

Net income                                 $  5,029     $  6,387      $  3,194      $  4,611    $ 19,221
Net income per share:
  Basic                                    $    .44     $    .55      $    .27      $    .39    $   1.65
  Diluted                                  $    .41     $    .50      $    .25      $    .36    $   1.51
Weighted average shares outstanding:
  Basic                                      11,363       11,675        11,805        11,846      11,670
  Diluted                                    12,393       12,757        12,937        12,841      12,739
_________________________________________________________________________________________________________

Market price per share:
  High                                     $  34.50     $  36.00      $  40.00      $  40.72    $  40.72
  Low                                      $  24.50     $  25.91      $  29.00      $  26.75    $  24.50
_________________________________________________________________________________________________________


(IN THOUSANDS, EXCEPT PER SHARE DATA)      MARCH 31,    JUNE 30,  SEPTEMBER 30,  DECEMBER 31,       1998
_________________________________________________________________________________________________________

Net sales                                  $102,724     $113,245      $114,102      $118,952    $449,023
Gross profit                               $ 27,155     $ 34,592      $ 34,866      $ 35,337    $131,950
Net income from continuing operations      $  3,358     $  4,395      $  2,726      $  3,452    $ 13,931
Net income per share from
  continuing operations:
  Basic                                    $   0.33     $   0.42      $   0.25      $   0.31    $   1.30
  Diluted                                  $   0.31     $   0.40      $   0.24      $   0.29    $   1.23

Net income                                 $  3,358     $  4,395      $  2,726      $  3,452    $ 13,931
Net income per share:
  Basic                                    $   0.33     $   0.42      $   0.25      $   0.31    $   1.30
  Diluted                                  $   0.31     $   0.40      $   0.24      $   0.29    $   1.23
Weighted average shares outstanding:
  Basic                                      10,304       10,536        10,982        11,073      10,726
  Diluted                                    10,786       11,057        11,504        11,960      11,339
_________________________________________________________________________________________________________

Market price per share
  High                                     $  18.94     $  18.38      $  19.88      $  27.25    $  27.25
  Low                                      $  13.81     $  15.50      $  14.00      $  14.50    $  13.81
_________________________________________________________________________________________________________

</TABLE>

<PAGE>
CORPORATE INFORMATION

BOARD OF DIRECTORS

Monty Fu
Chairman of the Board
Director since 1985
Governance Committee

Robert G. Funari
President and
Chief Executive Officer
Director since 1995
Quality Committee,
Governance Committee

George S. Oki
Chairman of the Board,
Meta Information Services, Inc.
Director since 1985
Compensation Committee,
Governance Committee

Arnold E. Spangler
Managing Director,
Mancuso & Company
Director since 1985
Audit Committee,
Compensation Committee

Steven B. Gerber, MD
Managing Director,
CIBC World Markets
Director since 1990
Audit Committee,
Quality Committee

Henry N. Wagner, Jr., MD
Professor of Radiological Science
Director of Nuclear Medicine
The Johns Hopkins Medical Institutions
Director since 1992
Quality Committee

Gail R. Wilensky, PhD
Senior Fellow, Project HOPE,
former HCFA Administrator and
Deputy Assistant to President Bush
Director since 1993
Audit Committee,
Quality Committee

Ronald A. Williams
President,
Blue Cross of California
Director since 1998
Compensation Committee,
Governance Committee


<PAGE>
OFFICERS

Monty Fu
Chairman of the Board

Robert G. Funari
President and
Chief Executive Officer

Haig S. Bagerdjian
Executive Vice President
and Secretary;
President and
Chief Executive Officer
Syncor Overseas Ltd.

David L. Ward
Executive Vice President;
Prsident and Chief Executive Officer
Comprehensive Medical Imaging, Inc.

Michael E. Mikity
Senior Vice President and
Chief Financial Officer

John S. Baumann
Senior Vice President and
General Counsel

Michael L. Lach
Senior Vice President and
Chief Information Officer

Jack L. Coffey
Corporate Vice President,
Quality and Regulatory

Sheila H. Coop
Corporate Vice President,
Human Resources


<PAGE>
STOCKHOLDER INFORMATION

INQUIRIES
Stockholders, interested investors and investment professionals are
invited to contact the Company for further information throughout
the year.
The Company also has available a news-on-demand service whereby
individuals can obtain information via facsimile. Individuals may
call (800) 546-8172 to obtain press releases and other related
information via facsimile.

WEB SITE
www.syncor.com

ANNUAL MEETING
The Company's Annual Meeting of Stockholders will be held at 1:00
pm, Tuesday, June 20, 2000, at the Warner Center Hilton Hotel, 6360
Canoga Avenue, Woodland Hills, California 91367. Stockholders of
record on April 24, 2000, are invited to attend and vote at that meeting.

FORM 10-K
To receive a copy of the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission, contact the Corporate
Headquarters, Syncor International Corporation, Attn: Investor Relations
Department, 6464 Canoga Avenue, Woodland Hills, California 91367.

INDEPENDENT AUDITORS
KPMG LLP, 355 South Grand Avenue, Los Angeles, California 90017

STOCK DATA
The Company's common stock is quoted on the National Association of
Securities Dealers Automated Quotation System (NASDAQ) under the symbol SCOR.

TRANSFER AGENT AND REGISTRAR
Stockholders wishing to report a change of address, may forward
details, including both the old and new addresses, to:
American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10015
(212) 936-5100

STOCK MARKET INFORMATION
Stock price quotations are printed daily in major newspapers,
including the Wall Street Journal.
As of March 24, 2000, there were 11,834,719 shares of common stock
outstanding. Stockholders of record at that date numbered to 824.
The Company has not paid cash dividends on its stock and has no
current intention of paying cash dividends in the foreseeable
future.